TJGC GROUP Ltd F-1, filed Mar 12, 2026
TJGC GROUP Ltd (TJGC)
As filed with the Securities and Exchange Commission on March 12, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 73110 | Not Applicable | |||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Kaiser Estate
Phase 1
41 Man Yue Street
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Joseph M. Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Tel: (732) 395-4400 Fax: (723) 395-4401 |
Shane Wu, Esq. Ross D. Carmel, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York, New York 10036 Tel: (212) 930-9700 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of
the Securities Act.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall the become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 12, 2026
TJGC Group Limited
Up to 7,459,903 Ordinary Shares
We are offering on a best-efforts basis up to 7,459,903 ordinary shares, no par value (each, an “Ordinary Share”, collectively, “Ordinary Shares”) of TJGC Group Limited, a British Virgin Islands business company with limited liability(the “Company”, “we”, “us”, “our”, or “TJGC Group”), at an assumed public offering price of US$0.8043 per share, which is the closing price of our Ordinary Shares on March 4, 2026 as reported by the Nasdaq.
Our Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TJGC”. The closing price of our Ordinary Shares on March 4, 2026 as reported by the Nasdaq was US$0.8043.
The public offering price for the Ordinary Shares in this offering will be determined at the time of pricing, and may be at a discount to the then current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. The final public offering price will be determined through negotiation between us and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.
There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We expect this offering to be completed not later than one business days following the commencement of this offering and we will deliver all Ordinary Shares to be issued in connection with this offering by delivery versus payment upon receipt of investor funds.
Accordingly, neither we nor Eddid Securities USA Inc. (the “Placement Agent”) have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the Ordinary Shares offered hereunder.
We have engaged the Placement Agent as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase our Ordinary Shares in this offering. The Placement Agent is not purchasing or selling any of the Ordinary Shares we are offering and is not required to arrange for the purchase or sale of any specific number or dollar amount of the Ordinary Shares. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount, Placement Agent’s fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts described throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” for more information regarding these arrangements.
We are both an “emerging growth company” and a “foreign private issuer as defined under the federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our Ordinary Shares involves a high degree of risk. See the section entitled “Risk Factors” starting on page 11 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.
We are a holding company incorporated in the British Virgin Islands with no material operations of our own. We conduct our operations by our directly wholly-owned subsidiary, CTRL Media Limited (“CTRL Media”), CTRL Games Limited, CTRL Solutions Limited, and Tongjiang Group Limited, each a limited liability company incorporated in Hong Kong. We conduct substantially all of our operations in Hong Kong. Hong Kong is a special administrative region of the People’s Republic of China (“PRC”) and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and constitutional document for Hong Kong, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.
We are not, and our Operating Subsidiaries are not, a Chinese operating company. We directly hold 100% equity interests in the Operating Subsidiaries in Hong Kong, and we do not have any entities in China and do not use a variable interest entity (“VIE”) structure.
Investors in this Offering are not purchasing equity securities of CTRL Media. Instead, they are purchasing Ordinary Shares of TJGC Group, a British Virgin Islands business company and the parent company of CTRL Media. Such a structure involves unique risks to investors in this Offering. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For a detailed description, see “Risk Factors — Risks Related to Our Corporate Structure” and “Risks Related To Doing Business In Hong Kong And Being Impacted From The PRC”.
To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets. For a detailed description, see “Risk Factors — Risks Related to This Offering and the Ordinary Shares — To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets”. The Company currently has no express cash management policies that dictate how such funds are transferred.
Although our clients are primarily from China and our advertising market is in Hong Kong, none of our business, operations or subsidiary are located in mainland China and the Company is not a Chinese operating company. Nor do we intend to set up any subsidiary in mainland China or enter into any contractual arrangements to establish a VIE structure in mainland China. Furthermore, none of our suppliers are in mainland China. Because substantially all of our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there.
The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. See “Risk Factors — Risks Related to Doing Business in Hong Kong and being impacted from the PRC. — Because substantially all of our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.”.
Because the Basic Law, which is a national law of the PRC and constitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems,” we do not believe we or our subsidiary CTRL Media are subject to most PRC laws or regulations relating to overseas securities offerings. However, there may be prominent risks associated with our operations being in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas, which could result in a material change in our operations or the value of our securities. If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in the PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment.
If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in the PRC, including material changes in the company’s operations or the value of the securities being registering for sale or could significantly limit or completely hinder the Company’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Any changes in the political and economic policies of the PRC government or in relations between China and the United States may materially and adversely affect our business, financial condition, and results of operations or could result in our inability to sustain our growth and expansion strategies. See “Risk Factors — Risks Related to Doing Business in Hong Kong and being impacted from the PRC. — Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.” on page 22 of the prospectus.
Our Hong Kong counsel, Long An & Lam LLP, has advised that, as of the date of this prospectus, the Company and its Hong Kong subsidiary, (1) are not required to obtain permissions or approvals from any PRC national authorities to operate their businesses or to issue the Ordinary Shares to foreign investors; and (2) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) effected on March 31, 2023, the Cyberspace Administration of China (the “CAC”), or any other entity that is required to approve our operations. Specifically, under the currently effective PRC laws and regulations, we are not required to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing plan, nor have we received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. This conclusion is based on the fact that as of the date of this prospectus: (1) our Company’s Operating Subsidiaries are is located in Hong Kong, (2) we and our Operating Subsidiaries have no operations in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). However, in light of the recent statements and regulatory actions by the PRC government, such as those related to the extension of China’s oversight and control into Hong Kong, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of the uncertainty of any future actions of the PRC government in this regard. If it is determined in the future, however, that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, the offering will be delayed until we have obtained the relevant approvals. There is also the possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required. If the approval was required while we inadvertently concluded that such approval was not required, or if any applicable laws and/or regulations or the interpretation of such laws and/or regulations were modified to require us to obtain the CSRC approval in the future but we failed to or unable to obtain such approval, we may face sanctions or other penalties by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our ability to pay dividends, limit our operations, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See “Risk Factors — There remain some uncertainties as to whether we will be required to obtain approval from Chinese authorities to list on U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approval.”.
Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The Holding Foreign Companies Accountable Act (“HFCAA”) enacted in December 2020, together with a recent joint statement by the United States Securities and Exchange Commission (“SEC”) and the PCAOB, call for additional stringent criteria to be applied to emerging market companies by assessing the qualification of non-U.S. auditors who are not inspected by the PCAOB. The HFCAA provided that if the PCAOB cannot fully inspect or investigate an auditor for three consecutive years, securities of such companies will be prohibited from trading on any national securities exchange and in the over-the-counter market in the United States. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 (the “December 2021 Report”), which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our registered public accounting firm, Kreit & Chiu CPA LLP is not headquartered in mainland China or Hong Kong and was not identified in the 2021 Determination Report as a firm subject to the PCAOB’s determination. Kreit & Chiu CPA LLP is headquartered in New York, New York, is registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Kreit & Chiu CPA LLP’s compliance with applicable professional standards.
On August 26, 2022, the CSRC, the Ministry of Finance of China, and the PCAOB signed a protocol governing inspections and investigations of audit firms based in China and Hong Kong, which could prevent China-based, U.S.-listed firms from being delisted pursuant to the HFCAA. On December 15, 2022, the PCAOB issued a new Determination Report (the “2022 Determination Report”), which: (1) vacated the 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. Although the 2022 Determination Report reversed the conclusion of the 2021 Determination Report with respect to PCAOB’s ability to conduct inspections and investigations completely of the registered public accounting firms headquartered in mainland China and Hong Kong, the 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. If in the future the PCAOB determines that it no longer can inspect or investigate our auditor completely because of a position taken by authorities in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. See “Risk Factors — Risks Related to Doing Business in Hong Kong and China — Although the audit report included in this prospectus was issued by U.S. auditors who are currently inspected by the PCAOB, if it is later determined that the PCAOB is unable to inspect or investigate the Company’s auditor completely, investors would be deprived of the benefits of such inspection and the Ordinary Shares may be delisted or prohibited from trading.”
On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), and on December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from initial listing or trading on any U.S. stock exchanges or on OTC Markets if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before your securities may be prohibited from trading or delisted. The delisting, or the cessation of trading of our Ordinary Shares, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Related to This Offering and the Ordinary Shares — Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.”.
HK taxation and PRC impacts
As the Company is a holding company with no business operation, and its principal operating subsidiary is CTRL Media which operated in Hong Kong, payments of dividends from our Hong Kong subsidiary to us are not subject to any withholding tax in Hong Kong. See “Dividend Policy” for further details on our dividend policy. As of the date of this prospectus, the Company does not have any operations in the PRC. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions. See “Corporate History and Structure” and “Risks Related to Doing Business in Hong Kong and being impacted from the PRC” for additional details.
The Company is permitted under the laws of the British Virgin Islands to provide funding to our subsidiary CTRL Media through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitations under the laws of the British Virgin Islands on the Company’s ability to distribute earnings from its businesses, including subsidiaries, to the U.S. investors. CTRL Media is permitted under the laws of Hong Kong to provide funding to the Company through dividend distribution without restrictions on the amount of the funds. Both the Company and CTRL Media currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Neither the Company or its subsidiary has any dividend payout policy, and each entity needs to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions with other entities. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. On March 18, 2022, the board of directors of our Hong Kong subsidiary, CTRL Media, approved and declared dividends totaling HK$8,534,284. The dividend per share was HK$426.7. As of March 31, 2024, 2023 and 2022, the outstanding dividends payable are HK$ nil (US$ nil), HK$ nil (US$ nil) and HK6,888,921. On May 2, 2023, the Company declared a dividend of HK$300 (US$38.33) per share, or an aggregate of HK$3,000,000 (US$383,341), to its shareholders of record as of March 31, 2023, and the dividend was settled on May 16, 2023. Other than that, there have been no transfers, dividends, or distributions between the holding company, and its subsidiaries, or to investors, as of the date of the prospectus. For more information, please see our consolidated financial statements and related notes included elsewhere in this prospectus.
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from CTRL Media. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiary CTRL Media. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong. See “Dividend Policy”, “Risk Factors — Risks Related to Our Corporate Structure” and “Risks Related to This Offering and the Ordinary Shares”.
We may be deemed a “controlled company” within the meaning of the corporate governance standards of Nasdaq and, as a result, may elect not to comply with certain corporate governance requirements. For a detailed description, see “Risk Factors — Risks Related to This Offering and the Ordinary Shares — we may be deemed a controlled company”.
We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors — Risks Related to This Offering and the Ordinary Shares — We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements”.
As a foreign private issuer, we have the option to follow certain British Virgin Islands corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such practices would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the British Virgin Islands practices we follow instead. The Company has elected to follow home country practice in lieu of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale, issuance, and potential issuance of its Ordinary Shares (or securities convertible into or exercisable for its Ordinary Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding before the issuance. We may in the future elect to follow additional home country practices in British Virgin Islands instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters. See “Risk Factors – We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.”
This prospectus does not constitute, and there will not be, an offering of securities to the public in the British Virgin Islands.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| PER SHARE | TOTAL | |||||||
| Public offering price | US$ | US$ | ||||||
| Placement Agent fees(1) | US$ | US$ | ||||||
| Proceeds to us, before expenses(2)(3) | US$ | US$ | ||||||
| (1) | We have agreed to pay the Placement Agent a cash fee equal to six percent (6%) of the gross proceeds of the offering. For a description of the other compensation to be received by the Placement Agent, see “Plan of Distribution” beginning on page 94. |
| (2) | Excludes fees and expenses payable to the Placement Agent. |
| (3) | Since this is a best efforts offering, we may not sell all or any of these securities offered pursuant to this prospectus. For example, if we sell only 25%, 50% or 75% of the maximum amount offered, our proceeds before expenses will be approximately $1,500,000, $3,000,000, or $4,500,000, respectively. |
We anticipate that delivery of the securities is expected to be made on or about [●], 2026, subject to customary closing conditions.
The date of this prospectus is , 2026.
Eddid Securities USA Inc.
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.
We have not taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside the United States.
This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.
Until , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
i
Conventions that Apply to this Prospectus
Except as otherwise indicated by the context and for the purposes of this prospectus only, references in this report to:
| ● | “BVI” is to the British Virgin Islands; |
| ● | “BCA” is to the BVI Business Companies Act, 2004 (as amended); |
| ● | “China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only; |
| ● | “Company” or “TJGC Group” is to TJGC Group Limited, a company limited by shares and organized under the laws of the BVI with company number 2098532. |
| ● | “HK$,” “HKD” or “Hong Kong dollar” refers to the legal currency of Hong Kong; |
| ● | “Hong Kong” is to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only; |
| ● | “IPO” is to the Company’s initial public offering which was consummated on January 23, 2025; |
| ● | “CTRL Media” is to CTRL Media Limited, a limited liability company organized under the laws of Hong Kong on June 6, 2014, and a wholly-owned subsidiary of the Company; |
| ● | “CTRL Games” is to CTRL Games Limited, a limited liability company organized under the laws of Hong Kong on December 16, 2024, and a wholly-owned subsidiary of the Company |
| ● | “CTRL Solutions” is to CTRL Solutions Limited, a limited liability company organized under the laws of Hong Kong on December 16, 2024, and a wholly-owned subsidiary of the Company; |
| ● | “Memorandum and Articles of Association” refers to the current amended and restated memorandum and articles of association of TJGC Group, filed on November 11, 2025 with the Registrar of Corporate Affairs in the British Virgin Islands |
| ● | “Tongjiang Group” is Tongjiang Group Limited, a limited liability company organized under the laws of Hong Kong on September 19, 2025, and a wholly-owned subsidiary of the Company |
| ● | “Operating Subsidiaries” are, collectively, to CTRL Media Limited, CTRL Games Limited, CTRL Solutions Limited, and Tongjiang Group Limited, each a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Company; |
| ● | “Ordinary Shares” or “Shares” are to the ordinary shares of the Company, with no par value per share; |
| ● | “US” “U.S,” and “United States” are to the United States of America for the purpose of this prospectus only. |
| ● | “US$,” “U.S. dollars,” “$,” or “dollars” are to the legal currency of the United States. |
| ● | “U.S. GAAP” are to generally accepted accounting principles in the United States; |
We do not have any material operations of our own. We are a holding company with operations conducted in Hong Kong through our Operating Subsidiaries using Hong Kong dollars, the currency of Hong Kong. The reporting currency of our Operating Subsidiaries is Hong Kong dollars. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Translations of amounts in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from HK$ into US$ as of and for the six months ended September 30, 2025 and for the year ended March 31, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$= HK7.7809 and US$1 = HK$7.7799, respectively, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT
This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.
iii
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Ordinary Shares.
Our Business
We are an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. We provide services to mobile game developers, principally developers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable mobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong Kong is occupied by a few market players who compete with one another. Based on our knowledge and understanding of our market position, we consider ourselves a major player in the industry with a significant market share. Our prominent market share and proven track record are indicative of our audience reach and engagement, as well as our relevance to advertisers in our local markets.
Although our clients are primarily from China and our advertising market is in Hong Kong, none of our business, operations or subsidiaries are located in mainland China and the Company is not a Chinese operating company.
We provide one-stop advertising services to our clients throughout the entire advertising process, which comprises the planning, creating, launching, managing and performance monitoring of the advertisements. We set out advertising plans for clients based on their mobile games’ unique features and market profile, while making reference to the prevailing trend of the design of comparable advertisements. Based on the advertising plan, we develop the overall marketing concepts and ideas for promoting the mobile games and tailored our advertising campaign with innovative themes to capture the attention of the target audience and maximize the advertising exposure and volume of impressions.
We have our in-house design and production team to design, create, edit and produce the art and design of various kinds of advertisement materials in different designs, layouts and formats, which include principally digital content such as videos, animations and photographs. We directly involve ourselves in concept development, storyboard creation, script writing, casting, shooting, and post-production works. At times we also engage freelance talent for some of our shooting works. Alongside the provisioning of mainstream advertising services in the market, our other value-added services provided to our clients during the course of advertisement placement include the creative design of advertising themes and content; local adaption of advertising materials; social media management services; post-publication advertising performance monitoring; costume tailoring services for cosplay shows with mobile games’ fictional characters; and advisory on the latest market trend and fashion.
Because we have an in-depth understanding of the local market preferences, we are able to implement local adaption of advertising materials by endowing them with images and slang, etc., of local taste that appeals to our primary market in Hong Kong. This competitive advantage is especially relevant to advertisers from mainland China and overseas countries looking to explore our primary market in Hong Kong. For these clients outside of Hong Kong, we consummate the advertising process by autonomously administering the advertising plans and enhancing their operational efficacy for an offshore advertising campaign.
We principally make use of digital media such as online social media platforms, websites and search engines over the Internet to broadcast the advertising campaigns, for which we directly engage ourselves in the procurement of advertising space and advertisement placement with the digital media channels. We launch the advertising campaigns by deploying local media publishers of various advertising channels. We select the media publishers for advertisement placements based on the values they could contribute to the advertising chain according to their specific nature and functionalities to precisely reach the target audience of particular interests. We pay these media publishers and advertising agencies mainly based on advertising exposure frequency and behavioral parameters such as the number of clicks into the advertisement, which is indicative of the response made by the target audience to the advertisements.
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In addition to the media publishers specializing in the advertising business, we also contract with YouTuber, KOL and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms such as YouTube and Instagram to generate interest in their network of followers. We work with these social personalities principally on an ad-hoc basis and pay them mainly per-project patronage for their contribution. Besides these online means of broadcasting, we also make use of physical media such as podium platforms with transportation terminals and public venues to broadcast advertising campaigns. We also assist clients to plan and prepare their exhibition booths in the Animation-Comic-Game Hong Kong events and other offline marketing events such as cross-industry cooperation events to capture the target audiences, whereby we direct the event production from set-up to execution by gathering the design briefs from our clients and formulating interactive and innovative event concepts through a combination of performance, visual and audio effects in an event setting.
We gauge the effectiveness of advertising results mainly through the mobile game’s induced actual sales and other experiential parameters indicative of personal involvement from the target audience, such as activating or registering as the users of the mobile games. We believe our comprehensive mobile gaming advertising services contribute to the achievement of advertising results which satisfy our clients and help establish what we believe is our strong market position.
The Company is a holding company incorporated and registered in the BVI as a business company with limited liability with no material operations of its own. The Company conducts its operations through its wholly owned subsidiary, CTRL Media, CTRL Games Limited, CTRL Solutions Limited and Tongjiang Group Limited. The Company relies on CTRL Media to fund its cash requirements. The Company is also reliant on CTRL Media for cash to pay dividends and other distributions to its shareholders. On May 2, 2023, the Company declared a dividend of HK$300 (US$38.33) per share, or an aggregate of HK$3,000,000 (US$383,341), to its shareholders of record as of March 31, 2023, and the dividend was settled on May 16, 2023. Other than that, there have been no transfers, dividends, or distributions between the holding company, and its subsidiaries, or to investors, as of the date of the prospectus. To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the ability of our subsidiaries to transfer cash or assets. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiary CTRL Media. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong. Under BVI law as currently in effect there is no tax applicable to the Company as the sole shareholder of CTRL Media on any dividends paid with respect to those shares. In addition, there are no foreign exchange controls or foreign exchange restrictions applicable to the Company under the laws of the BVI.
Competitive Strengths
We believe many of our customers are inclined to solicit our advertising services mainly due to:
| ● | Our integrated, one-stop marketing service enables our clients to realize advertising efficiency and cost-effectiveness; | |
| ● | Our established local client base provides us with a solid platform to grow our business; | |
| ● | Our established market position confers us with market visibility and competitive advantages to capture future business opportunities; | |
| ● | We are able to implement regional adaption of advertising content to enhance market penetration with local target audiences; | |
| ● | We are able to provide a comprehensive range of value-added services that optimize our client’s advertising budget; | |
| ● | Our variety of value-added services enables us to better present our advertising solutions to potential clients and multiply cross-selling business opportunities; | |
| ● | Our established market position enables us to advise our clients with market intelligence for informed decision on strategic investment and advertising expenditure; | |
| ● | We have established business relationships with a comprehensive coverage of local media publishers; | |
| ● | Our established market position enables us to bargain for favorable commercial terms with media publishers; and | |
| ● | Our experienced management team and responsive and creative employees. |
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Our Development and Expansion Strategy
We intend to achieve our future growth and solidify our position in the industry by pursuing the following strategies:
Expanding Asia game advertising market
Our management considered that as more Chinese mobile games expand abroad to international markets to take advantage of the global industry growth, it is a good opportunity to expand our one-stop advertising services to South-east Asia markets, such as Taiwan, Malaysia and Singapore, by establishing local offices and recruiting local staff. We will take into consideration factors such as the potential client base, culture differences of the advertising audience and advertisement methodology, thereby expanding our overseas business and making it an important source of our revenue and profit.
Becoming a mobile game operator
According to the report prepared by Analysys Limited, an independent market research and consulting firm that conducted a detailed research on the mobile game industry in China from 2018 to 2028, the global mobile game market in terms of customer spending increased from USD70.8 billion in 2018 to USD100.6 billion in 2023, at a CAGR of 7.3%, which is expected to grow to USD116.2 billion in 2028. Considering our deep understanding of the mobile game, the experience that we gained from our mobile game operator customer, and our involvement in the advertisement process, our management determined that we have the abilities to become a mobile game operator to capturing the mobile game market. Our management will establish relationship with the developer and identify potential quality mobile game. Our management also believes that our game advertising can definitely complement the mobile game operation in obtaining more profitability and achieving a synergistic effect.
As of the date of this prospectus, we have not identified any potential mobile games or established any relationships with publisher.
We plan to explore the use of AI technologies to enhance certain aspects of our business workflow and support future business development, although such initiatives remain at an early stage.
Our Corporate Structure
Investors in this offering are purchasing their interest in the Company. There are no contractual agreements between the Company and Operating Subsidiaries that affect the manner in which the Company operates, impact the Company’s economic rights, or impact the Company’s ability to control the Operating Subsidiaries. The Company does not utilize a variable interest entity, or VIE, structure. Therefore, the risks to equity investors in a VIE structure, such as investors not having a controlling interest despite having a majority of voting rights, or investors not participating in residual gains or losses in the VIE, are not risks applicable to equity investors in the Company.
Although our clients are primarily from China and our advertising market is in Hong Kong, none of our business, operations or subsidiary is located in mainland China and the Company is not a Chinese operating company. To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our Operating Subsidiaries by the PRC government to transfer cash or assets. The Company currently has no express cash management policies that dictate how such funds are transferred.
As of the date of this prospectus, the Company has four (4) direct wholly-owned Operating Subsidiaries. CTRL Media is a limited company incorporated on June 6, 2014. We also formed our new two wholly-owned subsidiaries, CTRL Games Limited and CTRL Solutions Limited, on December 16, 2024, one new wholly-owned subsidiary, Tongjiang Group Limited, on September 19, 2025. We conduct all of our operations through our Operating Subsidiaries.
CTRL Media is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. Through CTRL Media, the Company is s engaging in the one-stop advertising services to customers in Hong Kong.
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In 2025, we have started to explore new business opportunities through our newly-formed subsidiaries, CTRL Solutions, CTRL Games and Tongjiang Group.
CTRL Solutions is and will be principally engaged in advertising consulting services. On February 14, 2025, CTRL Solutions entered into five (5) agreements with the same exhibition service provider, including four (4) Cooperative Agreements that amount to the total value of HK$15,292,500, and one (1) Exhibition Events Joint Investment Agreement having the value of HK$6,250,000. Pursuant to the Cooperative Agreements, the exhibition partner is scheduled to coordinate and organize four exhibitions in the year ending March 31, 2026. We believe that collaboration with exhibition partners would result in better marketing capabilities, such as attracting more visitors and media coverage; however, we anticipate incurring net losses at the beginning of this process. On September 15, 2025, CTRL Solutions entered into loan agreement with an independent Hong Kong licensed money lender, which amounted to US$2 million facilities for general working capital and potential business expansion opportunities.
CTRL Games will be principally engaged in game publishing. On March 7, 2025, CTRL Games entered into a game development agreement with a Hong Kong based game development company as a service provider to develop mobile games platform which amounted to US$2.1million. On June 13,2025, CTRL Games entered into a game development agreement with an independent game development company as a service provider to develop game membership platform development and SDK development and technical maintenance service which amounted to US$0.5 million. We hope to become a mobile game operator after the game is successfully developed; however, there is no guarantee that the Company will develop a game which works and/or will be successful.
Tongjiang Group will be principally engaged in high-value-added consulting and international trade, services to diversify the Company’s business portfolio and enhance its comprehensive service capabilities. The Company expects to expand into emerging markets (such as mainland China, Southeast Asia, and the Middle East) through internet technology services, internet sales and international trade, creating new growth areas for the Company.
Our Corporate History and Reorganization
We are offering 7,459,903 Ordinary Shares, representing [*]% of the Ordinary Shares issued and outstanding following completion of the offering. Following this offering, [*]% of the Ordinary Shares of the Company will be held by public shareholders. The following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of this prospectus and after this offering:
TJGC Group or the Company is a BVI business company with limited liability, incorporated in the BVI on May 13, 2022. It holds 100% of the outstanding equity in the Operating Subsidiaries, each of which is organized under the laws of Hong Kong.
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On January 6, 2023, the Company consummated a series of transactions with shareholders of CTRL Media, (the “Reorganization”), resulting in TJGC Group becoming the sole owner and holding company of CTRL Media.
On January 6, 2023, Mr. Shum Tsz Cheung, as the legal and beneficial owner of 10,200 shares of CTRL Media (representing approximately 51% of the aggregate outstanding shares of CTRL Media), transferred 10,200 shares of CTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Shum is the holder and beneficial owner of 51% of the outstanding Shares of TJGC Group.
Also on January 6, 2023, Mr. Lam Kai Kwan, as the legal and beneficial owner of 7,600 shares of CTRL Media (representing 38% of the aggregate outstanding shares of CTRL Media), transferred 7,600 shares of CTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Lam is the holder and beneficial owner of 38% of the outstanding Shares of TJGC Group.
Also on January 6, 2023, Mr. Siu Chun Pong, as the legal and beneficial owner of 2,200 shares of CTRL Media (representing 11% of the aggregate outstanding shares of CTRL Media), transferred 2,200 shares of CTRL Media to the Company for cash consideration of HK$1 (One Hong Kong Dollar). Mr. Siu is the holder and beneficial owner of 11% of the aggregate outstanding Shares of TJGC Group.
Upon the completion of Reorganization detailed above, CTRL Media became the wholly-owned direct subsidiary of the Company effective January 6, 2023.
On March 20, 2023, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares with no par value.
On February 27, 2024, the Company effected a forward share split of its outstanding Ordinary Shares at a ratio of 1:1300, resulting in 13,000,000 Ordinary Shares issued and outstanding after the share split. All shares and per share amounts used in this prospectus and in the accompanying audited condensed consolidated financial statements have been retroactively adjusted to reflect this share split.
On December 16, 2024, we formed CTRL Games Limited and CTRL Solutions Limited, our wholly-owned subsidiaries.
On January 23, 2025, the Company closed its IPO of 2,000,000 ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MCTR” on January 22, 2025.
On January 24, 2025, R.F. Lafferty & Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025.
On September 19, 2025, we formed Tongjiang Group Limited, our wholly-owned subsidiary.
On November 11, 2025, we changed the name of the Company from “CTRL Group Limited” to “TJGC Group Limited”.
Certain Regulatory Matters
Because the Basic Law, which is a national law of the PRC and constitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems,” we do not believe we or our Operating Subsidiaries are subject to most PRC laws or regulations relating to overseas securities offerings. However, there may be prominent risks associated with our operations being in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas, which could result in a material change in our operations or the value of our securities. If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in the PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business, or accept foreign investment. If we become subject to PRC laws and/or regulations by Chinese authorities, it could result in significant expenses to ensure compliance, including but not limited to the applying and obtaining of permissions and approvals that may be required by the applicable PRC laws from time to time. In case of any failure of compliance with the applicable PRC laws, the Company may be subject to potential fines, withdrawal of permissions or approvals and/or other penalties under the applicable PRC laws, which may result in a decrease in the value of our securities, the possible delisting of our securities, the inability to offer investments to foreign investors, or even the cessation of our current business operations.
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Our Hong Kong counsel, Long An & Lam LLP, has advised that, as of the date of this prospectus, the Company and its Hong Kong subsidiary, (1) are not required to obtain permissions or approvals from any PRC national authorities to operate their businesses or to issue the Ordinary Shares to foreign investors; and (2) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), including the Overseas Listing Trial Measures, the Cyberspace Administration of China (the “CAC”), or any other entity that is required to approve our operations. Specifically, under the currently effective PRC laws and regulations, we are not required to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing plan, nor have we received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. This conclusion is based on the fact that as of the date of this prospectus: (1) our Company’s Operating Subsidiaries are located in Hong Kong, (2) we and our Operating Subsidiaries have no operations in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). However, in light of the recent statements and regulatory actions by the PRC government, such as those related to the extension of China’s oversight and control into Hong Kong, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of the uncertainty of any future actions of the PRC government in this regard. If it is determined in the future, however, that the approval of the CSRC, the CAC, or any other regulatory authority is required for this offering, the offering will be delayed until we have obtained the relevant approvals. There is also the possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required. If the approval was required while we inadvertently concluded that such approval was not required or if any applicable laws and/or regulations or the interpretation of such laws and/or regulations were modified to require us to obtain the CSRC approval in the future but we failed to or unable to obtain such approval, we may face sanctions or other penalties by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our ability to pay dividends, limit our operations, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See “Risk Factors — There remain some uncertainties as to whether we will be required to obtain approval from Chinese authorities to list on U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approval.” on page 26 of the prospectus.
Corporate Information
Our principal executive offices are located at Unit F, 12/F, Kaiser Estate, Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong, and our phone number is +852-3107-4887. We maintain a corporate website at: www.ctrl-media.com. The information contained in, or accessible from, our website, or any other website, does not constitute a part of this prospectus.
Recent Developments
On January 23, 2025, the Company closed its IPO of 2,000,000 Ordinary Shares, at the public offering price of $4.00 per share. On January 25, 2025, R.F. Lafferty & Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025. The IPO and the exercise of the over-allotment option with net proceeds totaling HK$64,093,706 (US$8,238,371) from the offering after deducting underwriting discounts and offering expenses of $7,369,135 (US$947,202) from the gross proceeds totaling HK$71,462,841 (US$9,200,000).
On October 31, 2025, the board of directors of the Company and holders of a majority of the issued and outstanding voting stock of the Company, acting by written consent in lieu of a meeting, in accordance with the applicable provisions of BVI law and the Company’s Bylaws, approved a change of the name of the Company to “TJGC Group Limited”. The name change was approved by the Registrar of Corporate Affairs in the British Virgin Islands on November 11, 2025, and become effective that same day.
On Wednesday, December 10, 2025, the Company changed the trading symbol for the Ordinary Shares to “TJGC”, formerly “MCTR.”
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Implications of Our Being an “Emerging Growth Company”
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). We had more than $1.235 billion in gross billing during our last fiscal year and have not tripped any of the measures that would cause us to no longer qualify as an emerging growth company. As such, we may take advantage of reduced public reporting requirements. These provisions include, but are not limited to:
| ● | Being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC; |
| ● | Not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; |
| ● | Reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and |
| ● | Exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of Ordinary Shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” if our annual gross billing exceed $1.235 billion or if we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.
An emerging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable.
Implications of Our Foreign Private Issuers Status
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act” was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors and officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act.
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a half-yearly basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq Stock Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.
In addition, as a company incorporated under the laws of the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Listing Rules corporate governance listing standards. We have elected to follow home country practice in lieu of the requirements under Nasdaq Rule 5635(a), 5635(b), 5635(c), and 5635(d). We may in the future elect to follow additional home country practices in British Virgin Islands instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters.
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Summary Risk Factors
The following is a summary of select risks and uncertainties that could materially adversely affect us and our business, financial condition and results of operations. Before you invest in our Ordinary Shares, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors,” immediately following this prospectus summary. These risks include the following, among others:
Risks Related to Our Business and Industry
| ● | Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. |
| ● | The mobile gaming industry ecosystem is subject to rapid technological change, and if we do not adapt to and appropriately allocate our resources amongst the emerging technologies and business models, our business, financial condition, and results of operations could be adversely affected. |
| ● | We are operating in the highly competitive online marketing and advertising service industry requiring few capital investments that could exert an entry barrier, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance. |
| ● | Our business revenue is substantially project-based and non-recurring in nature, and our future business depends on our continuous ability to secure upcoming advertising projects from our clients. |
| ● | New developments in PRC laws and regulations regarding the use of mobile games and their export and marketing in Hong Kong, and the potential breach of such rules and regulations may adversely affect our business, financial condition and operating results. |
| ● | We are highly dependent on our founders and senior management team. If we lose key members of our senior management team, our business could be disrupted, and our financial performance could suffer. |
| ● | We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations. |
| ● | As a media company that relies on internet advertisements and third-party internet products and services, we are inherently exposed to cybersecurity risks arising from our partnerships with vendors. |
Risks Related to Our Corporate Structure
| ● | You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under BVI law. |
| ● | You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders. |
| ● | Certain judgments obtained against us by our shareholders may not be enforceable. |
Risks Related to Doing Business in Hong Kong and being impacted from the PRC
| ● | We are subject to risks arising from the legal system in Hong Kong and China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong and China can change quickly with little or no advance notice. There is also a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong or PRC-based issuers, which could result in a material change in our operations and/or the value of our securities. |
| ● | Our operations are based in Hong Kong. Accordingly, our business operation and financial conditions will be affected by the political and legal developments in Hong Kong. |
| ● | Because substantially all our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. |
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| ● | Due to the long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. |
| ● | Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. |
| ● | You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus based on foreign laws. |
| ● | Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment. |
| ● | U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong. |
| ● | The Company’s proposed expansion into the Taiwan market may pose heightened risks due to the unstable political and business tension between China, Taiwan, and other countries such as the U.S. |
| ● | Although the audit report included in this registration statement is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our Shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which became law on December 29, 2022 and amends the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, reduces the time before our Shares may be prohibited from trading or delisted. |
| ● | If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably. |
| ● | We could be subject to the Trial Administrative Measures, and, if required, we cannot assure you that we will be able to complete the Trial Administrative Measures procedures on time or at all. |
| ● | There remain some uncertainties as to whether we will be required to obtain approval from Chinese authorities to list on U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approval. |
Risks Related to Our Ordinary Shares
| ● | This is a reasonable best efforts offering, in which no minimum number or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans. |
| ● | Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution. |
| ● | Our management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment. |
| ● | The market price for the Ordinary Shares may be volatile. |
| ● | We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Ordinary Shares |
| ● | We do not expect to pay dividends in the foreseeable future. |
| ● | To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets. |
| ● | Certain existing shareholders have substantial influence over and their interests may not be aligned with the interests of our other shareholders. |
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THE OFFERING
| Shares being offered | Up to 7,459,903 Ordinary Shares, no par value, on a best-efforts basis, at an assumed public offering price of US$0.8043 per share. | |
| Best efforts offering | We have agreed to offer and sell the Ordinary Shares offered hereby directly to the purchasers. We have retained Eddid Securities USA Inc. (the “Placement Agent”) to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The Placement Agent is not required to buy or sell any specific number or dollar amount of the Ordinary Shares offered hereby. See “Plan of Distribution”. | |
| Ordinary Shares Outstanding Immediately Before This Offering | 15,300,000 Ordinary Shares, no par value. | |
| Ordinary Shares Outstanding Immediately After This Offering | 22,759,903 Ordinary Shares, no par value, assuming 7,459,903 new Ordinary Shares are sold under this offering. | |
| Offering Price | The assumed public offering price is US$0.8043 per Ordinary Share. | |
| Voting Rights | Each Ordinary Share is entitled to one vote. Ordinary Shares are not convertible into other classes of securities. | |
| Listing/Trading | Our Ordinary Shares are on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TJGC”. | |
| Transfer Agent | Vstock Transfer, LLC | |
| Use of proceeds | We plan to use the net proceeds we receive from this offering for (i) investment in artificial intelligence research and product enhancement, (ii) expansion into other regions through market development and strategic partnerships, and (iii) general corporate purposes, including potential acquisitions, investments, capital expenditures and working capital.]. See “Use of Proceeds” for additional information. | |
| Lock-Up Agreement | Our directors and officers and holders of 10% or more of all our outstanding Ordinary Shares have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Ordinary Shares or securities convertible into or exercisable for Ordinary Shares for 30 days after the closing of this offering as described in further detail in the prospectus. See “Plan of Distribution”. | |
| Dividend Policy | On May 2, 2023, we declared a dividend of HK$300 (US$38.33) per share, or an aggregate of HK$3,000,000 (US$383,341), to our shareholders of record as of March 31, 2023. In the future, we currently intend to retain all of our respective remaining funds and future earnings, if any, for the operations and expansion of the business of our operating subsidiary and do not anticipate declaring or paying any further dividends after listing our Ordinary Shares on Nasdaq. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of state law affecting the payment of dividends and distributions to shareholders and any other factors or considerations the board of directors deems relevant. If we determine to pay dividends on our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, CTRL Media. See “Dividend Policy.” | |
| Risk factors | The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors” beginning on page 11 for a discussion of factors to consider before deciding to invest in our Ordinary Shares. |
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RISK FACTORS
Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. You should not invest in this offering unless you can afford to lose your entire investment.
Risks Related to Our Business and Industry
Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has incurred significant losses from operations of approximately HK$26.8 million for the year end March 31, 2025 and has accumulated deficit of HK$24.2 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
On January 27, 2025, the Company completed the IPO and the exercise of the over-allotment option with gross proceeds totaling US$9,200,000 of 2,300,000 Ordinary Shares on Nasdaq Capital Market, at a public offering price of US$4.00 per share, and give rise to total gross proceeds of US$9.2 million. We believe the completion of the IPO alleviates the substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern depends upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce or cease its operations.
The mobile gaming industry ecosystem is subject to rapid technological change, and if we do not adapt to and appropriately allocate our resources amongst the emerging technologies and business models, our business, financial condition, and results of operations could be adversely affected.
We generate revenue from essentially only one business segment that pertains to the marketing and advertising of mobile games for the local market, and our business is vulnerable to changes and development in the mobile gaming ecosystem.
Technology changes rapidly in the mobile gaming ecosystem. In addition, our business also currently depends in part on the growth and evolution of the Internet, especially mobile internet-enabled devices, which the gamers use to download and run the mobile game apps. As the technological infrastructure evolves, advertisers will be presented with more options in the market for meeting their marketing requirements. We must continually anticipate and adapt to these changes to stay competitive. Our future success depends in part on our ability to adapt our business model to the emerging trends, while anticipating the impact of these emerging technologies and business models is inherently volatile and uncertain, and the mobile gaming ecosystem may not develop in the way we anticipate.
On the other hand, if we decide to support a new technology or expand our offerings in the future, we must deploy significant management and financial resources to attend to the correspondent demands. It may also require partnering with new media platforms on less favorable terms than those applicable to our existing business models. The enhancements of our existing technology and new offerings may not be introduced in a timely or cost-effective manner, and our competitors may adopt an emerging technology or business model swiftly or more effectively than we do and undermine our competitive advantage. If we are unable to successfully adapt to and appropriately allocate our resources amongst the current and new technologies, our business, financial condition, and results of operations could be adversely affected.
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We operate in the highly competitive online marketing and advertising service industry requiring few capital investments that could exert an entry barrier, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.
The online marketing and advertising service industry in which we operate is highly competitive. Our direct competitors are other advertising agencies, and while few advertising agencies in the local market specialize in advertising for mobile games, there are many conventional marketing channels in the marketplace such as direct marketing, printed advertising and traditional media of television, radio and cable companies, etc., that could potentially replace us, as our clients are at their liberty to allocate part of their overall marketing budget to these marketing channels. There are also many advertising agents catering to clients from diverse industries that, while not specializing in advertising for mobile games, have established relationships with various media publishers and could potentially diversify into our niche market and provide services comparable to those offered by ourselves at competitive pricing.
Our ability to compete depends on many factors, including the price, the effectiveness of our marketing and advertising solutions and the quality of our customer services. If these factors are unfavorable to us, we may not be able to compete effectively or maintain our market position. The online advertising service industry requires relatively few capital investments in infrastructure that could erect barriers to new entrants to the industry. We may also face competition from new service offerings from existing competitors. Further, we cannot predict whether future changes in market landscape concerning new developments in regulatory framework and technologies that could be applied in the advertising industry will result in further competition.
Existing and potential competitors in the advertising service industry may attempt to mimic and adapt our business model. While our prominent market position and extensive experience have equipped us with industry know-how and competitive advantage that new entrants cannot readily replicate, some of these competitors may be able to realize competitive edge over us, such as better financial, technical and marketing resources. Intensified competition could result in price reductions which could reduce our operating margins and profitability and result in a loss of market share. Moreover, increased competition will provide our existing and potential clients with a broader range of advertising service alternatives, which could lead to loss of business, lower prices and decreased revenue, gross margins and profits. We cannot assure you that our strategies will remain competitive or that they will continue to be successful in the future. If we fail to compete against our competitors, our market share will diminish, and our financial performance may be adversely affected.
Our business revenue is substantially project-based and non-recurring in nature, and our future business depends on our continuous ability to secure upcoming advertising projects from our clients.
Our business model is generally project-based, where we charge our clients a fee for marketing services rendered for a specific marketing campaign. Our quotations offered to clients generally do not include a contractual tenure of service or long-term obligations requiring them to continue to use our services. As such, our revenue is usually non-recurring in nature. As a result, we may have limited visibility regarding our future revenue streams.
Our success depends on our ability to maintain relationships with our recurring clients, which includes any current clients and clients with which we have done business within the past three years, and to attract new clients, while our existing competitors and new entrants into the market may be able to offer advertising packages at better terms than ourselves. While many of our clients have engaged us for recurring advertising projects, our clients are not bound by contractual agreement to continue a business relationship with us and are at their discretion to choose these competitors over us. We cannot assure you that our clients will continue to solicit our services, or that we will be able to replace, in a timely or effective manner, departing clients with potential clients that attribute a comparable level of revenue.
There is no guarantee that our existing clients will invite us to tender when they have new advertising projects, and there is no assurance that we will be awarded enough advertising projects in the future commensurate with our current revenue level. Our operations and financial results would be adversely affected if we are unable to retain our existing clients, or secure further advertising projects from them, or fail to provide competitive advertising packages to attract new clients, all of which may lead to a decrease in the number of advertising projects we cater for and the corresponding business revenue.
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New developments in PRC laws and regulations regarding the use of mobile games and their export and marketing in Hong Kong, and the potential breach of such rules and regulations may adversely affect our business, financial condition and operating results.
A very high proportion of the mobile games launched in our local market in Hong Kong are originally developed in the PRC. As advertisers specializing in mobile games in the Hong Kong market and deriving substantially all of our revenue therefrom, our business is vulnerable to adverse changes in the PRC regulations concerning mobile games. In particular, any potential changes in the rules and regulations imposing restrain over the export and dissemination of mobile games outside of the PRC, including our local market in Hong Kong, could adversely affect our revenue to a significant extent.
There are existing PRC regulations with the pre-authorization of the public release of mobile games, as well as the permissible age and amount of time for engaging in mobile game entertainment with a view to, amongst other things, deterring teenager’s infatuation. There are also regulatory developments concerning the contents of mobile games potentially involving explicit sexual exposure and violence. Currently, the PRC legislation applies only to regulating the public’s use of mobile games and the broadcasting of the related advertising materials within the country.
There are few regulations restraining the export, use and dissemination of mobile games outside of the country, including our local market in Hong Kong. Nevertheless, the PRC has not developed a fully integrated legal system and the relevant regulatory framework with mobile game is a relatively new development, and there are inherent uncertainties surrounding the new legislative enactment that could potentially affect the general public’s use of mobile games, their permissible content and export outside of the country.
Also, advertisers and marketing agencies like ourselves that are exposed to any new legislation with respect to advertising content may have to ensure that the advertising materials and activities are in full compliance with the latest applicable laws and regulations. However, we may not have access to the relevant expertise to adequately interpret the rules and regulations and ascertain whether the advertising content is in full legal compliance and up to the required standard.
If our advertising materials are adjudicated to be in breach of the relevant provisions, enforcement actions and penalties may be imposed on the advertiser, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisement, and orders to publish an advertisement correcting the misleading information. In turn, these could have negative repercussions on ourselves that adversely affect our business, financial condition and operating results.
We cannot predict the effects of such legislative developments. We cannot assure you that we will be able to satisfy new developments with regulatory requirements, and we may be unable to respond promptly to the market changes resulting from these legislative developments. As a result, our business operations may be materially and adversely affected.
Our future growth may involve expansion into new and overseas business opportunities, and any efforts to do so that are unsuccessful or are not cost-effective could adversely affect our business, financial condition, and results of operations.
In the past, we have grown our business by principally focusing on the local market. We expect that our future growth may involve expansion into overseas business opportunities by opening new offices abroad and entering into business relationships with new clients and media publishers in the foreign countries. Additionally, our future growth may involve strategic acquisitions of media publishers and operation rights with upcoming mobile games in the local market.
Our exposure to foreign operations is relatively limited, and our ability to successfully gain market acceptance in an overseas market is uncertain. Expanding our operations to a foreign country involves challenges caused by distance, language and cultural differences, and further subjects us to various operational risks associated with compliance with applicable foreign laws and regulations, recruiting and retaining talented overseas employees, etc.
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We may encounter differences in consumer behavior and preferences from another culture, which may cause uncertainties in developing and customizing advertising materials that appeal to the tastes and preferences of users in an overseas market. Our competitors in the foreign country with established local market presence may have better marketing resources and competitive advantages over ourselves, such as longer operating histories, local market knowledge and media connection, and broader reach of clients. If we are unable to expand to an overseas market or successfully manage the complexity involved with foreign operations, our business and results of operations could be adversely affected.
Further, our plans for business expansion are formulated based on assumptions of certain future events, which may or may not materialize. Our future growth depends in part on our ability to correctly identify suitable candidates for strategic acquisitions and execute our plans in a cost-effective manner. The deployment of significant resources towards a new opportunity may prove unsuccessful, and even if successful, the growth of new business opportunities could create substantial challenges for our management and operational resources and require considerable investment. As a result of our expanded business scope, our operating costs are expected to increase, while there is no assurance that our expansion plan will bring an increase in revenue sufficient to outweigh the additional costs and expenses.
Our expansion plan will also require us to maintain the consistency of our service offerings in the new business to ensure that our market reputation and market position are not impaired as a result of deviations, whether actual or perceived, in the quality of services we offer. If we are unable to successfully implement our strategy to extend our business coverage, or if such expansion does not yield the benefits we anticipate, our business prospects, financial condition and results of operations may be adversely affected.
We are highly dependent on our founders and senior management team. If we lose key members of our senior management team, our business could be disrupted, and our financial performance could suffer.
Our future success depends in significant part on the continued service of our key management, including our co-founders, who are heavily involved in the daily operation of our business. We believe that our management team’s extensive experience, industry knowledge and in-depth understanding of the mobile gaming market enable us to assess the competitive and fast-moving market environment with mobile game advertising and provide specialized services of high quality.
Our future success will depend on the continued involvement, efforts, performance and abilities of our key personnel as a whole. We believe that the skills and experience of our senior management team would be difficult to replace, and the loss of key members of our senior management team and talented employees could result in significant disruptions to our business, including impairing our ability to execute our business strategy and material adverse effect on our financial condition and results of operations. We believe that our future success will depend significantly on our continued ability to attract and retain highly skilled and talented personnel. The loss of crucial employees could result in significant disruptions to our business and the future integration of our expanding businesses.
There can be no assurance that we will be able to retain the services of our key personnel and to continually leverage their skills and abilities. If we are unable to retain our key personnel or attract and engage suitable personnel on a timely and commercially viable basis, it may result in the loss of strategic leadership and disruption or delay to our business operations, which could have a material adverse effect on our business, operations and financial conditions.
Unauthorized use of our trade secrets by third parties, and the expenses incurred in protecting our trade secrets, may adversely affect our business.
We regard our trade secrets as critical to our success. Since we have not applied for the trademark for our company, unauthorized use of our trade secrets used in our business, whether owned by us or licensed to us, may adversely affect our business and reputation.
We own video production authorized usage from our independent contractors under intellectual property law. We also rely on the trade secret protection and confidentiality agreements with our employees, customers, business partners and others to protect our other intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use the intellectual property used in our business without authorization.
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The validity, enforceability and scope of protection of intellectual property in online industries is uncertain and still evolving. In particular, the laws and enforcement procedures of the PRC and certain other countries are uncertain or do not protect intellectual property rights to the same extent as do the laws and enforcement procedures of the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.
We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.
We have entered into a number of transactions with related parties, including our majority shareholder Mr. Shum Tsz Chueng. For example, we have entered into transactions with Act Media Co. Limited and I am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, and Pump Studio Limited, controlled by our former CEO, Mr. Lau Chi Fung, and directly pay the salary of Ms. Leung Shuk Hing, the spouse of our former CEO, Mr. Lau Chi Fung. See “Related Party Transactions”. We may in the future enter additional transactions with entities in which our director and other related parties hold ownership interests, however, any such transaction would be on commercial terms comparable to those that would be obtained from a third-party and, in addition, will be subject to approval of a majority of our independent directors.
Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of the Company and our shareholders with respect to the negotiation of, and certain other matters related to, our lease and services to such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as the treatment of events of default.
The laws of the British Virgin Islands apply to us, which provide that our directors owe a duty to act honestly and in good faith and in what the directors believe to be in our best interests. Our directors also have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances when exercising powers or performing duties as a director. We have the right to seek damages if a duty owed by our directors is breached. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations or may result in government enforcement actions or other litigation.
As a media company that relies on internet advertisements and third-party internet products and services, we are inherently exposed to cybersecurity risks arising from our partnerships with vendors that provide these services. We have established risk management and internal control systems to prevent and minimize the cybersecurity risks affecting our reputation and customers’ satisfaction.
While our partnerships with internet service providers and independent contracts offer substantial business value in internet marketing, they also increase the complexity of our threat surface and expose us to potential third-party risk.
One of the risks we face is supply chain attacks, where attackers infiltrate or attack through a third-party vendor. The challenge with these attacks is that the risk may not be apparent until there is malicious activity.
We are also vulnerable to cyber threats due to our increasing reliance on computers, networks, programs, social media and data globally. Data breaches, a common cyber-attack, can have a massive negative business impact and often arise from insufficiently protected data.
In order to mitigate these risks, we have established risk management and internal control systems consisting of policies and procedures that we believe are appropriate for using and managing our technology software. These measures include implementing an email notice for malicious emails, hiring professional IT personnel to manage and review our technology software implanting system, and establishing a risk management assessment when contracting new vendors and independent contractors. In our contracts, we also limit the liability of the company attributable to cybersecurity attacks. As of the date of this prospectus, we have not had any cyber-attacks or breaches of our network security systems, nor have we suffered any cybersecurity incidents from our vendors. In addition to the implementation and maintenance of data security measures, we require our employees to maintain the confidentiality of the proprietary information that we hold.
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If a cybersecurity incident occurs or is perceived to occur, we may have to spend significant capital and other resources to mitigate the impact of the event and to develop and implement protection to prevent future events of such nature from occurring. Furthermore, we may also be subject to negative publicity and the public perception of the ineffectiveness of our security measures, and our reputation may be harmed in the event of any of the foregoing cybersecurity breaches or attacks. This could damage our relationships with existing or potential customers and could materially and adversely affect our business and financial condition.
We may not be successful in developing games by outsourcing.
We entered into a game development agreement, which is an outsourcing agreement of approximately HK$16.2 million (US$2.1 million) with a game development company to develop a complete social gaming platform. We hope to become a mobile game operator after the game is successfully developed; however, there is no guarantee that the company will develop a game which works and/or is successful.
Our new games will largely depend on the outsourcing company’s ability to:
| ● | attract, retain and motivate talented game development personnel; |
| ● | minimize launch delays and cost overruns in the development of new games; |
| ● | effectively monetize games without degrading the gameplay experience for our layers; and |
| ● | effectively execute our game development plans. |
Our new games may not be commercially successful and we may not be able to attract new players.
We cannot assure you that the new games we publish or develop will be commercially successful. You should not use the success of other companies existing games as an indication of the future commercial success of any of the games in our pipeline.
We may not be successful in holding exhibitions or marketing events.
On February 14, 2025, our wholly-owned subsidiary, CTRL Solutions, entered into four (4) cooperative agreements with the same exhibition service provider and one Exhibition Events Joint Investment Agreement with respect to holding the event (collectively, the “Cooperative Agreements”). The total value of the four (4) Cooperative Agreements is approximately HK$ 15.3 million (US$2.7 million), and the value of the event is approximately HK$6.3 million (US$0.8 million). The Cooperative Agreements provide that the exhibition partner shall coordinate and organize four (4) exhibitions and one event during the year ending March 31, 2026.
We cannot assure you that these or similar exhibitions or events pursuant to Cooperation Agreements or other agreements will be commercially successful. Following a review of previously held exhibitions, the Company anticipates incurring a net loss resulting from these exhibitions. As of the date of this prospectus, the Company made an impairment of approximately HK$10.6 million (US$1.4 million), which represents 50% share of the Company of the net loss expected from these exhibitions.
You should not rely on the profits made from similar exhibitions or events held by other companies as an indication that we will be able in the future to achieve commercial success from any of the exhibitions or events in our pipeline.
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Risks Related to Our Corporate Structure
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under BVI law.
We are a BVI business company with limited liability and incorporated under the laws of the BVI. Our corporate affairs are governed by our memorandum and articles of association and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary duties of our directors to us under the BVI law are to a large extent governed by the BCA and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI, as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the BVI. The rights of our shareholders and the fiduciary duties of our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States.
Under the BCA, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs, which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments), and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the company has elected to file such a register.
A shareholder of the company is also entitled, upon giving written notice to us, to inspect (i) our memorandum and articles of association, (ii) the register of members, (iii) the register of directors, and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the BVI differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.
BVI law provides shareholders with only limited rights to convene a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares representing in aggregate not less than 30% of our voting share capital in issue, to convene a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least 7 days is required for the convening of our general meetings. A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing a majority of the votes of the shares entitled to vote on resolutions to be considered at the meeting.
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Certain judgments obtained against us by our shareholders may not be enforceable.
We are a BVI business company with limited liability and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in Hong Kong. In addition, our current officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the BVI, Hong Kong and the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the BVI, Hong Kong and the PRC, see “Enforceability of Civil Liabilities.”
The Chinese regulatory authorities could also disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.
We are exposed to various risks and uncertainties stemming from the interpretations and implementations of laws and regulations in the PRC. These include, but are not limited to, the regulatory scrutiny of PRC companies’ overseas listings. Furthermore, we are susceptible to potential risks and uncertainties associated with future actions undertaken by the PRC government, which could potentially result in the disallowance of the Company’s organizational structure. Such an outcome would likely lead to a substantial transformation in our operational activities, and as a consequence, the value of our Ordinary Shares may experience a significant depreciation or even become worthless.
Risks Related to Doing Business in Hong Kong and being impacted from the PRC
We are subject to risks arising from the legal system in Hong Kong and China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong and China can change quickly with little or no advance notice. There is also a risk that the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong or PRC-based issuers, which could result in a material change in our operations and/or the value of our securities.
There may be prominent risks associated with our operations being in Hong Kong. In light of China’s expansion of authority into Hong Kong, we are subject to risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong and China can change quickly with little to no advanced notice. In addition, the PRC government may intervene or influence our operations at any time with little to no advanced notice, which could result in a material change in our operations and/or the value of our Ordinary Shares. For example, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our company. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.
Currently, these statements and regulatory actions have had no impact on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange.
Our operations are based in Hong Kong. Accordingly, our business operation and financial conditions will be affected by the political and legal developments in Hong Kong.
Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law (the “Basic Law”), namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.
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Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and Hong Kong Autonomy Act (“HKAA”) to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., China and Hong Kong, which could potentially harm our business.
Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Ordinary Shares could be adversely affected.
Substantial uncertainties and restrictions with respect to the political, legal and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition. There is a risk that the PRC government will intervene or influence our operations at any time, including exerting more oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong and PRC-based issuers, which could result in a material change in our operations and or the value of our Ordinary Shares. As an example, Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.
Our business operations and service sales, if we expand distribution of our services into China, may be adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. We expect the Hong Kong and PRC legal systems to rapidly evolve in the near future with the Hong Kong legal system becoming closer aligned with legal system in China. There is a risk that the PRC government will intervene or influence our operations at any time, including exerting more oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong based issuers, which could result in a material change in our operations and or the value of our Ordinary Shares. For instance, if the Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including that it could cause the value of such securities to significantly decline or become worthless. These actions may be reflected in the changing interpretations and enforcement of many laws, regulations and rules in Hong Kong and the PRC that may not always be uniform and with little to no advance notice. Our business operations and our ability to operate in Hong Kong, offer or continue to offer securities to investors and continue to invest in Hong Kong based issuers may be harmed by these changes in laws and regulations, including those relating to taxation, import and export tariffs, healthcare regulations, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer securities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and could cause the value of our securities and your investment in our securities to significantly decline or be worthless.
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There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 40 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual disputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as may cause possible problems to foreign investors.
We cannot assure you that the PRC government will continue to pursue policies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.
Because substantially all our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.
As a business operating in Hong Kong, a special administrative region of China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice or no advanced notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| ● | Delay or impede our development, |
| ● | Result in negative publicity or increase our operating costs, |
| ● | Require significant management time and attention, and |
| ● | Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. |
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our ordinary shares.
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Due to the long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.
As of the date of this prospectus, the Company does not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way the Company conducts its business, could require the Company to change certain aspects of its business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, the Company’s business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of its Ordinary Shares, potentially rendering it worthless. If any such action should occur, it could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.
Policies of the PRC government can have significant effects on economic conditions in Hong Kong. While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case. Our interests may be adversely affected by changes in policies by the PRC government, including:
| ● | uncertainties regarding enforcement of laws in Hong Kong, and as we expand into the PRC; |
| ● | changes in laws, regulations or their interpretation especially with respect to application of PRC tax, labor, currency restriction and other laws to Hong Kong operations, all of which can occur quickly and with little to no advanced notice; |
| ● | confiscatory taxation or changes in taxation; |
| ● | currency revaluations or restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise; and |
| ● | expropriation or nationalization of private enterprises, risks of forfeiture; and the allocation of resources. |
We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over companies based in the PRC and listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.
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The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas by, and foreign investment in, China-based issuers, which may result in a material change in our operations and/or the value of our Shares. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or way we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Shares could be materially decreased, potentially rendering it worthless. If any such action should occur, it could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
Although all of our assets and operations are located in Hong Kong, a large amount of the mobile games launched in Hong Kong market are developed and/or operated by PRC publishers. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by PRC government control over capital investments in mobile gaming industry, pre-authorization of mobile game publication or changes in tax regulations.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus based on foreign laws.
We conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong. In addition, our current officers reside within Hong Kong and are permanent Hong Kong residents. As a result, it may be difficult for our shareholders to effect service of process upon those persons in Hong Kong. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the BVI and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court in any of these foreign jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
Our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. The value of the Hong Kong dollar against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the Hong Kong government. All of our revenues and substantially all of our costs are denominated in HK$. Any significant revaluation of HK$ may materially and adversely affect our results of operations and financial position reported HK$ when translated into U.S. dollars, and the value of, and any dividends payable on, the capital stock in U.S. dollars. To the extent that we need to convert U.S. dollars into HK$ for our operations, appreciation of the HK$ against the U.S. dollar would have an adverse effect on the HK$ amount we would receive.
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U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong.
Any disclosure of documents or information located in Hong Kong or China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located in Hong Kong or China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may be limited or prohibited.
The Company’s proposed expansion into the Taiwan market may pose heightened risks due to the unstable political and business tension between China, Taiwan, and other countries such as the U.S.
The Company intends to expand its service offerings to the Taiwan market to provide one-stop game advertising services for local markets. The Company may face heightened regulatory compliance, payroll, and tax compliance risks that cannot be fully anticipated. To date, Taiwan has not implemented or changed any regulations affecting Hong Kong businesses and the proposed branch office formed to operate the Taiwan expansion is expected to generate a relatively small percentage of the Company’s consolidated revenue. Potential major risks relating to establishing a branch office and operating in the Taiwan market include market risk and competitive risk that fluctuations in the Taiwanese market conditions, customer preferences, or demand for the Company’s services could affect revenue, cost and growth prospects.
Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our Shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which became law on December 29, 2022 and amends the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, reduces the time before our Shares may be prohibited from trading or delisted.
The HFCAA was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.
On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
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On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA, which took effect on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC and dependency of the PRC, because of a position taken by one or more authorities in the PRC. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, Kreit & Chiu CPA LLP is headquartered in New York, New York, and is not subject to the PCAOB determination.
On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the CSRC and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in the PRC, as required under U.S. law. The Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination.
On December 15, 2022, PCAOB announced that it was able to secure complete access to inspect and investigate audit firms in the PRC for the first time in history, and released the 2022 HFCAA Determination Report (the “Report”). The Report states that PCAOB (1) is able to select engagements, audit areas, and potential violations to be reviewed or investigated; (2) has timely access to, and the ability to retain and use, any document or information that PCAOB considers relevant to an inspection or investigation; and (3) is able to conduct inspections and investigations in a manner consistent with the provisions of HFCAA and the rules of PCAOB, as interpreted and applied by PCAOB. The Report concludes that, consistent with the HFCAA, PCAOB is able to inspect and investigate completely firms headquartered in the PRC and Hong Kong. However, the PCAOB didn’t exclude the possibility of losing complete access again and made clear that, if in the future it determines it no longer can inspect or investigate completely because of a position taken by any PRC authorities, it will act expeditiously according to the HFCAA.
Our auditor, Kreit & Chiu CPA LLP, the independent registered public accounting firm that issues the audit report included in this prospectus, as a firm headquartered in New York, New York, and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Kreit & Chiu CPA LLP’s first triannual inspection by the PCAOB was completed in May 2023. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations. However, the recent developments would add uncertainties to our offering, and we cannot assure you whether Nasdaq or regulatory authorities would not apply additional and/or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
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The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.
The SEC has announced that the SEC staff is also actively assessing how best to implement other requirements of the HFCAA, including the identification process and the trading prohibition requirements, and is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation, in addition to the requirements of the HFCAA, are uncertain. Such uncertainty could cause the market price of our Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the U.S. national securities exchange earlier than would be required by the HFCAA. If it were determined that the PCAOB is unable to inspect or investigate our auditor completely, the trading in our Shares would be prohibited, and as a result, Nasdaq might determine to delist our Shares. If our Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Shares.
If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.
Recently, U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our company.
We could be subject to the Trial Administrative Measures, and, if required, we cannot assure you that we will be able to complete the Trial Administrative Measures procedures on time or at all.
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which became effective on March 31, 2023. Compared to the Draft Rules, the Trial Administrative Measures further clarified and emphasized several aspects, including: (i) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (ii) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, or (c) whose such overseas securities offering or listing shall be completed before March 31, 2024. However, such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (iii) a negative list of types of issuers banned from listing overseas, such as issuers under investigation for bribery and corruption; (iv) regulation of issuers in specific industries; (v) issuers’ compliance with national security measures and the personal data protection laws; and (vi) certain other matters such as: an issuer must file with the CSRC within three business days after it submits an application for initial public offering to competent overseas regulators; and subsequent reports shall be filed with the CSRC on material events, including change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.
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As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that if the Company becomes subject to such filing requirements that we will be able to obtain clearance from the CSRC in a timely fashion or at all.
Because the Basic Law, which is a national law of the PRC and constitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems,’’ we do not believe we or our Operating Subsidiaries are subject to most PRC laws or regulations relating to overseas securities offerings, including the Trial Administrative Measures. Further, the Company does not believe it will be subject to the Trial Administrative Measures because the Company does not have: (i) 50% or more of its operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year accounted for by PRC domestic companies; (ii) any main parts of its business activities conducted in mainland China; (iii) its main places of business located in mainland China; or (iv) although some of the senior managers of the Company are Chinese citizens and/or domiciled in mainland China, the rest of the senior managements of the Company in charge of its business operations and management consists Hong Kong permanent residents and domiciled in Hong Kong, and the directors of the Operating Subsidiaries, through which the Company conducts its business, are mostly Hong Kong permanent residents and are domiciled in Hong Kong.
However, there may be prominent risks associated with our operations being in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas, which could result in a material change in our operations or the value of our securities. If there is a significant change to current political arrangements between mainland China and Hong Kong resulting in Hong Kong companies being subject to the Trial Administrative Measures, companies operated in Hong Kong may face similar regulatory risks as those operated in the PRC, which may affect our ability to offer securities to investors, list securities on a U.S. or other foreign exchange, conduct our business or accept foreign investment.
There remain some uncertainties as to whether we will be required to obtain approval from Chinese authorities to list on U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approval.
On July 7, 2022, the Cyberspace Administration of China (“CAC”) promulgated the Security Assessment Measures for Cross-border Data Transfers (the “SAMCDT”) with effect from September 1, 2022. These measures require the data processor providing data overseas and falling under any of the following circumstances apply for the security assessment of cross-border data transfer by the national cybersecurity authority through its local counterpart: (i) where the data processor intends to provide important data overseas; (ii) where the critical information infrastructure operator and any data processor who has processed personal information of more than 1,000,000 people intend to provide personal information overseas; (iii) where any data processor who has provided personal information of 100,000 people or sensitive personal information of 10,000 people to overseas recipients accumulatively since January 1 of the last year intends to provide personal information overseas; and (iv) other circumstances where the security assessment of data cross-border transfer is required as prescribed by the CAC.
We believe the SAMCDT does not currently have, and is not likely in the future to have, any material impact on our business, financial condition or results of operations because the Basic Law, which is a national law of the PRC and constitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of regulating cybersecurity under the principle of “one country, two systems.’’ Accordingly, we believe we or our Operating Subsidiaries are not subject to most PRC laws or regulations relating to cybersecurity, including the SAMCDT.
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Further, we also believe the SAMCDT does not and will not have a material impact on the Company because: (i) we are a holding company incorporated in the BVI with all of our operations conducted by the operating entity in Hong Kong; (ii) we conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong; (iii) we have not established any subsidiary or VIE structure in mainland China; (iv) as of date of this prospectus, we have neither collected nor stored personal information of PRC individual clients; and (v) as of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement of review for overseas listing.
However, there may be prominent risks associated with our operations being in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time or may exert more control over Hong Kong operating companies, which could result in a material change in our operations or the value of our securities. If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in the PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment being subject to the SAMCDT.
Risks Related to This Offering and the Ordinary Shares
This is a reasonable best efforts offering, in which no minimum number or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.
The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering, and there can be no assurance that the offering contemplated hereby will ultimately be consummated. Even if we sell securities offered hereby, because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount is not presently determinable and may be substantially less than the maximum amount set forth on the cover page. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us.
Assuming that we are able to sell the maximum number of securities in this offering, we expect that the consummation of this offering could cause the price of our Ordinary Shares to decline.
In this offering, we are offering up to a maximum of 7,459,903 shares of our Ordinary Shares at an assumed price per share of $0.8043. Assuming that we are able to sell the maximum number of securities offered hereby, immediately following the completion of the offering, based on the number of shares outstanding as of March 12, 2026, we will have 22,759,903 Ordinary Shares outstanding. We cannot predict the effect, if any, that market sales of those shares or the availability of those Ordinary Shares for sale will have on the market price of our Ordinary Shares.
The Ordinary Shares in the offering may be resold in the public market immediately without restriction, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act, which may be resold only if registered under the Securities Act or in accordance with the requirements of Rule 144 or another applicable exemption from the registration requirements of the Securities Act.
Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.
If you purchase Ordinary Shares in this offering, you will pay more for your Ordinary Shares than the amount paid per share by our existing shareholders for their Ordinary Shares. As a result, you will experience immediate and substantial dilution of approximately US$0.471 per Ordinary Share, representing the difference between the assumed public offering price of US$0.8043 per Ordinary Share and our net tangible book value per Ordinary Share as of September 30, 2025 after giving effect to the net proceeds to us from this offering. In addition, you may experience further dilution to the extent that our Ordinary Shares are issued upon the exercise of any share options. See “Dilution” for a more complete description of how the value of your investment in the Ordinary Shares will be diluted upon completion of this offering.
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Substantial future sales or perceived potential sales of Ordinary Shares in the public market could cause the price of the Ordinary Shares to decline.
Sales of Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of the Ordinary Shares to decline. Immediately after the completion of this offering, we will have 22,759,903 Ordinary Shares outstanding, assuming all of the 7,459,903 shares of our Ordinary Shares are sold at an assumed price per share of $0.8043. All Ordinary Shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. All of our executive officers and directors and shareholders holding at least 10% of our Ordinary Shares, have agreed not to sell our Ordinary Shares for a period of 30 days following the closing of this offering, subject to exception under specified circumstances. Ordinary Shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the Ordinary Shares could decline. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Our management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment.
Our management will have broad discretion to use the net proceeds from the offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities described in this prospectus will be added to our general funds and will be used as described under “Use of Proceeds” herein. Our management might not apply the net proceeds from offerings of our Securities in ways that increase the value of your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions on how to use such proceeds.
We may need additional capital and may sell additional Ordinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.
We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.
The market for our Ordinary Shares may not provide investors with adequate liquidity.
Liquidity of the market for our Ordinary Shares depends on a number of factors, including our financial condition and operating results, the number of holders of our Ordinary Shares, the market for similar securities and the interest of securities dealers in making a market in the securities. We cannot predict the extent to which investor interest in the Company will maintain a trading market in our Ordinary Shares, or how liquid that market will be. If an active market is not maintained, investors may have difficulty selling Ordinary Shares that they hold.
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The global economic and geo-political conditions have been, and continue to be, challenging, and have had, and may continue to have, an adverse effect on the financial markets and the economy in general, which has had, and may continue to have, a material adverse effect on our business, financial performance and results of operations and the prices of our Ordinary Shares.
In February 2022, a military conflict arose between Russia and Ukraine, with the latter being supported by countries in the NATO alliance as well as others around the globe, including imposition of financial and trade sanctions against Russia. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices, supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage. In the event the conflict continues or extends beyond Ukraine, together with reduction or stoppage of energy exports from Russia, the global economy could face a recessionary downturn. Further, the recent war in Iran could cause and exacerbate the disruption to the global economy. We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster or war, and our business interruption insurance may be insufficient to compensate us for losses that may occur.
The withdrawal of the UK from the EU in January 2020, commonly referred to as “Brexit,” has also created significant political and economic uncertainty regarding the future trading relationship between the UK and the EU as well as other countries, such as the United States, Australia, and New Zealand. In particular, the UK and the EU have ratified a trade and cooperation agreement governing their future relationship and the UK continues to negotiate agreements on specific areas of trade and economic arrangements with other countries. The UK-EU trade and cooperation agreement addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the UK and the EU as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In many countries globally, there are concerns over rising inflation and potential economic recessions. In particular, any worsening of the ongoing labor shortage and ongoing rise in inflation could significantly weaken global economies. Globally, countries have required and may continue to require additional financial support, sovereign credit ratings have declined and may continue to decline, and there may be default on sovereign debt obligations of certain countries. In addition, the U.S. Federal Reserve System and other regulatory bodies around the world may raise, or may announce intentions to raise, interest rates. Any of these global economic conditions may increase the cost of borrowing and cause credit to become more limited, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
These economic and geo-political conditions have affected, and may continue to affect, our business in several ways. The cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. If these market conditions continue or worsen, they may further limit our ability to access financing or increase our cost of financing to meet liquidity needs, resulting in adverse effects on our financial condition and results of operations. The current global economic slowdown and uncertainty about the future global economic conditions could also continue to increase the volatility of the prices of our Ordinary Shares. We cannot predict the timing or duration of an economic slowdown or the timing or strength of a subsequent economic recovery generally or in our industry. If macroeconomic conditions worsen or the current global economic conditions continue for a prolonged period of time, we are not able to predict the impact that such conditions will have on our industry in general, and our results of operations specifically.
The market price for the Ordinary Shares may be volatile and may be affected by economic conditions beyond our control.
The trading prices of the Ordinary Shares are likely to be volatile and subject to wide fluctuations. In addition, the trading volume of our Ordinary Shares may fluctuate and cause significant price variations to occur. If the market price of our Ordinary Shares declines, you may be unable to resell your Ordinary Shares at a competitive price. We cannot assure you that the market price of our Ordinary Shares will not fluctuate or significantly decline in the future. In addition, we cannot assure you that a trading market for our Ordinary Shares will be maintained.
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Some specific factors that could negatively affect the price of our Ordinary Shares or result in fluctuations in their price and trading volume include:
| ● | regulatory developments affecting us, our consumers, or our industry; |
| ● | conditions in the mobile game advertising business and the public perception of the legitimacy and ethics of certain business practices of our competitors or other market players within the industry; |
| ● | announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; |
| ● | changes in the economic performance or market valuations of other mobile game advertising businesses; |
| ● | actual or anticipated fluctuations in our prospects or operating results; |
| ● | changes in financial estimates by securities research analysts; |
| ● | conditions in the U.S. and global financial markets |
| ● | announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments; |
| ● | additions to or departures of our senior management; |
| ● | detrimental negative publicity about us, our management or our industry; |
| ● | fluctuations of exchange rates between the HKD and the U.S. dollar; |
| ● | release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and |
| ● | sales or perceived potential sales of additional Ordinary Shares; and |
| ● | the other factors described in this prospectus. |
In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of constituent companies. Broad market and industry factors may significantly affect the market price of our Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market in the immediate future as we recently concluded our IPO.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the Ordinary Shares, the market price for the Ordinary Shares and trading volume could decline.
The trading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If industry or securities analysts decide to cover us and in the future downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.
If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade the Ordinary Shares or publish inaccurate or unfavorable research about our business, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the Ordinary Shares to decline.
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Certain recent IPOs of companies with relatively small public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or expected operating performance and financial condition or prospects of the respective company. Our Ordinary Shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
In addition to the risks addressed above, the market price and trading volume of our Ordinary Shares may be affected by economic conditions beyond our control and thus may be subject to rapid and substantial price volatility. Recently, companies with comparably small public floats and IPO sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective companies’ actual or expected operating performance and financial condition or prospects. Although the specific cause of such volatility is unclear, our public float may amplify the impact the actions taken by a few shareholders have on the price of our shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Ordinary Shares may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such investors purchase our Ordinary Shares prior to any price decline.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Ordinary Shares.
We would be classified as a passive foreign investment company, or PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the income test), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income (the asset test). Based on the market price of our Ordinary Shares and the composition of our income and assets, including goodwill, although not clear, we do not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, this is a factual determination that must be made annually after the close of each taxable year, and the application of the PFIC rules is subject to uncertainty in several respects. Moreover, the value of our assets for purposes of the PFIC determination will generally be determined by reference to the market price of our Ordinary Shares, which could fluctuate significantly. Therefore, there can be no assurance that we are not a PFIC for the current taxable year or will not be classified as a PFIC in the future. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our Ordinary Shares.
We do not intend to rely on these exemptions and instead intend to comply with all of the applicable corporate governance requirements imposed by state and federal law, the rules and regulations of the Securities and Exchange Commission and Nasdaq.
Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under BVI law, namely that immediately after the dividend, the value of our assets must exceed our liabilities, and we must be able to pay our debts as they fall due. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after the IPO, or even maintain the price at which you purchased the Ordinary Shares.
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To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets.
We are a holding company incorporated in the BVI with no material operations of our own. We conduct substantially all of our operations in Hong Kong through our Operating Subsidiaries. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region, which is a national law of the PRC and constitutional document for Hong Kong, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. To the extent cash or assets in the business is located in Hong Kong, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the Company’s ability to transfer cash or assets.
We may need additional capital and may sell Ordinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.
We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.
Certain existing shareholders have substantial influence over our Company and their interests may not be aligned with the interests of our other shareholders.
Our directors, officers and beneficial holders of more than 5% of our outstanding Shares collectively own an aggregate of approximately 73.5% of the total voting power of our outstanding Shares. As a result, they have substantial influence over our business, including significant corporate actions such as mergers, consolidations, election of directors and other significant corporate actions.
They may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale by our company and may reduce the price of the Ordinary Shares. In addition, the significant concentration of share ownership may adversely affect the trading price of the Ordinary Shares due to investors’ perception that conflicts of interest may exist or arise. For more information regarding our principal shareholders and their affiliated entities, see “Security Ownership of Certain Beneficial Owners and Management.”
We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We are an “emerging growth company,” as defined in the Securities Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
In addition, under the Securities Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of an exemption that allows us to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, we will not be subject to the same new or revised accounting standards as other public companies that comply with the public company effective dates. We have also in the past elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result of these elections, the information that we provide to our shareholders may be different than you might receive from other public reporting companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
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| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act” was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors and officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act.
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
As a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market corporate governance requirements. We intend to rely on such home country practices with respect to our corporate governance, that differ in significant respects from the corporate governance requirements applicable to U.S. companies. For example, we are exempt from the Nasdaq Listing Rules that require a listed U.S. company to:
| ● | have a majority of the board of directors consist of independent directors; |
| ● | require non-management directors to meet on a regular basis without management present; |
| ● | have an independent compensation committee; |
| ● | have an independent nominating and corporate governance committee; and |
| ● | seek shareholder approval for the implementation of certain equity compensation plans and issuances of ordinary shares. |
Our home country practices do not require each member of our compensation committee and nominating and corporate governance committee to be an independent director. With respect to our audit committee, it is required to comply with the provisions of Rule 10A-3 of the Exchange Act applicable to U.S. companies listed on Nasdaq. However, because we are a foreign private issuer, our audit committee is not subject to additional corporate governance requirements in the Nasdaq Listing Rules applicable to listed U.S. companies, including using more stringent criteria than those applicable to us as a foreign private issuer.
The Company has elected to follow home country practice in lieu of the requirements under Nasdaq Rule 5635(a), 5635(b), 5635(c), and 5635(d). As a result, the Company does not seek shareholder approval in connection with certain transactions involving the sale, issuance, and potential issuance of its Ordinary Shares (or securities convertible into or exercisable for its Ordinary Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding before the issuance. We may in the future elect to follow additional home country practices in British Virgin Islands instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our ordinary shares are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. In the future, if we lose our foreign private issuer status as of the last date of our second fiscal quarter, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms beginning on the following January 1, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq Capital Market listing rules. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act” was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors and officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act.
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If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “TJGC”. However, we cannot assure you that our securities will continue to be listed on Nasdaq Capital Market.
In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even though we initially satisfied the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.
If the Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our securities; |
| ● | reduced liquidity with respect to our securities; |
| ● | a determination that our Ordinary Shares is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; |
| ● | limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
Nasdaq has proposed new listing rules that, if adopted, could result in the suspension of trading and delisting of our securities if we fail to maintain a minimum market value of listed securities.
On January 13, 2026, Nasdaq submitted to the SEC proposed rule changes that would require companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum market value of listed securities of at least $5 million for 30 consecutive trading days. The proposal would also permit the suspension of trading and immediate delisting of securities of companies that fail to meet this requirement, without providing a cure or compliance period, and would modify the procedures and discretion applicable to hearings before a Nasdaq Hearings Panel. If these proposed rules are approved and become effective, and if we are unable to maintain the required minimum market value of our listed securities, our securities could be suspended from trading and delisted from Nasdaq, which could adversely affect the liquidity and market price of our securities and our ability to raise capital.
We will incur increased costs as a result of being a public company.
As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.
We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
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In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
We have limited accounting personnel and other resources with which to address our internal controls and procedures. We will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to report on our internal controls over financial reporting under Section 404.
Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The HFCAA was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such company’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.
On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA which took effect on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
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On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC.
On August 26, 2022, the PCAOB announced that it had signed an SOP with the CSRC and the Ministry of Finance of China. The SOP Agreements establish a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in PRC and Hong Kong, as required under U.S. law. The Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB, its December 2021 determinations under the HFCA Act remain in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCA Act may result in the PCAOB reaffirming, modifying or vacating the determination.
On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the PCAOB determinations; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCA Act, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.
Our auditor, Kreit & Chiu CPA LLP, the independent registered public accounting firm that issues the audit report included in this prospectus, as a firm headquartered in New York and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
However, we cannot assure you whether Nasdaq or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’s implementation process related to the above rules and regulations will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on companies that have significant operations in the PRC and/or Hong Kong and have securities listed on a U.S. stock exchange. In addition, any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.
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USE OF PROCEEDS
Assuming the maximum number of 7,459,903 Ordinary Shares are sold in this offering at an assumed public offering price of $0.8043 per share, we estimate that the net proceeds from this offering will be approximately US$5,315,772, after deducting estimated Placement Agent fees and estimated offering expenses payable by us.
However, this is a best efforts offering with no minimum number of Ordinary Shares or amount of proceeds as a condition to closing, and we may not sell all or any of these Ordinary Shares offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. For example, if we sell only 25%, 50% or 75% of the maximum amount offered, our net proceeds will be approximately $1,328,934, $2,657,886, or $3,986,829, respectively.
Out of the total proceeds of this offering, we intend to use the proceeds of this offering for:
| ● | Approximately $2.6 million for investment in artificial intelligence research and development and product enhancement; |
| ● | Approximately $1.6 million for market expansion and strategic partnerships, including establishing regional business development teams and pursuing relevant collaborations and networks to accelerate client acquisition and revenue growth; |
| ● | Approximately $1.1 million for general corporate purposes, which could include future acquisitions, investments in other companies, capital expenditures and working capital; and |
| ● | pending these uses, we may invest the net proceeds in short-and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government. |
The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. See “Risk Factors—Our management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus and might not apply the proceeds in ways that increase the value of your investment.”
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DIVIDEND POLICY
On May 2, 2023, the Company declared a dividend of HK$300 (US$38.33) per share, or an aggregate of HK$3,000,000, to its shareholders of record as of March 31, 2023, and the dividend was settled on May 16, 2023. As of March 31, 2025 and 2024, there were no outstanding dividends payable. As of the date of this prospectus, there are no outstanding dividends payable.
We currently intend to retain all of their respective remaining funds and future earnings, if any, for the operations and expansion of the business of our operating subsidiary, and do not anticipate declaring or paying any further dividends after listing our Ordinary Shares on Nasdaq. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, as of the date of this prospectus, do not anticipate declaring or paying any cash dividends on our Ordinary Shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of state law affecting the payment of dividends and distributions to shareholders, and any other factors or considerations the board of directors deems relevant.
We do not plan to pay, as of the date of this prospectus, any further dividends out of our retained earnings after the consummation of this offering and the listing of our Ordinary Shares on Nasdaq.
Generally, and under BVI law, the board of directors may only authorize the payment of a dividend or another distribution if the directors are satisfied on reasonable grounds that, immediately after the dividend or other distribution is paid, the value of the company’s assets will exceed its liabilities, and the company will be able to pay its debts as they fall due. The resolution of directors authorizing the payment of the dividend or other distribution must contain a statement that, in the directors’ reasonable opinion, the company will satisfy these two tests immediately after the payment of the dividend or other distribution. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.
If we determine to pay dividends on our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, CTRL Media. Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Regulations — Regulations related to Hong Kong taxation.”
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CAPITALIZATION
The following table sets forth our capitalization as of September 30, 2025, presented on:
| ● | An actual basis; and |
| ● | an as adjusted basis to give further effect to the issuance and sale of the 7,459,903 new shares by us in this offering at an assumed public offering price of US$0.8043 per share, after deducting the estimated Placement Agent fees and other estimated offering expenses payable by us. |
The actual and as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the assumed public offering price of our ordinary shares. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
| As of September 30, 2025 (Presented in US$(1)) | ||||||||
| Actual | Adjusted | |||||||
| Share capital | ||||||||
| Ordinary shares, no par value, unlimited number of shares authorized as of September 30, 2025; 15,300,000 shares issued and outstanding as of September 30, 2025; and 22,759,903 shares issued and outstanding on an as adjusted basis | 9,960 | 5,325,732 | ||||||
| Contributed surplus | 6,918,707 | 6,918,707 | ||||||
| Translation reserve | (1,540 | ) | (1,540 | ) | ||||
| Retained earnings | (4,572,071 | ) | (4,572,071 | ) | ||||
| Total shareholders’ equity | 2,355,056 | 7,670,828 | ||||||
| Total capitalization | 2,355,056 | 7,670,828 | ||||||
| (1) | Conversions of amounts in this section from HK$ into US$ as of and for the period ended September 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HK7.7809 as of September 30, 2025, as published in H.10 statistical release of the United States Federal Reserve Board. |
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DILUTION
Our net tangible book value was US$2,261,633 as of September 30, 2025, and our net tangible book value per Ordinary Share was approximately US$0.148 as of September 30, 2025. Net tangible book value per ordinary share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of Ordinary Shares outstanding. As adjusted net tangible book value per Ordinary Share is calculated after giving effect to this public offering. Dilution is determined by subtracting as adjusted net tangible book value per Ordinary Share from the assumed public offering price per Ordinary Share.
Without taking into account any other changes in such net tangible book value after September 30, 2025, other than to give effect to our issuance and sale of 7,459,903 Ordinary Shares in this offering at an assumed public offering price of $0.8043 per Ordinary Share, and after deduction of Placement Agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been $0.3329 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.1851 per Ordinary Share to existing shareholders and an immediate dilution in net tangible book value of approximately $0.4714 per Ordinary Share to purchasers of Ordinary Shares in this offering. The following table illustrates such dilution:
| Assumed public offering price per ordinary share | $ | 0.8043 | ||
| Net tangible book value per ordinary share as of September 30, 2025 | $ | 0.1478 | ||
| Increase in as adjusted net tangible book value per Ordinary Share attributable to payments by new investors | $ | 0.1851 | ||
| As adjusted net tangible book value per ordinary share after the public offering as of September 30, 2025 | $ | 0.3329 | ||
| Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering | $ | 0.4714 |
An increase (decrease) in the assumed public offering price of our Ordinary Shares would increase (decrease) our net tangible book value after giving effect to the offering assuming no change to the number of our Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting estimated expenses payable by us.
The following table summarizes, on a pro forma basis as of September 30, 2025, the differences between the shareholders as of September 30, 2025 and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid at an assumed public offering price of $0.8043 per Ordinary Share, before deducting estimated Placement Agent fees and estimated offering expenses.
| Ordinary Shares Purchased | Total Consideration | Average Price Per Ordinary | ||||||||||||||||||
| Number | Percent | Amount | Percent | Share | ||||||||||||||||
| Existing shareholders | 15,300,000 | 67.2 | % | 9,210,000 | 60.6 | % | $ | 0.60 | ||||||||||||
| New investors | 7,459,903 | 32.8 | % | 6,000,000 | 39.4 | % | $ | 0.80 | ||||||||||||
| Total | 22,759,903 | 100 | % | 15,210,000 | 100 | % | $ | 0.67 | ||||||||||||
The discussion and table above also assume no exercise of any outstanding stock options outstanding as of the date of this prospectus. As of the date of this prospectus, there were no ordinary shares issuable upon exercise of outstanding stock options, and there were no ordinary shares available for future issuance upon exercise of future grants under our share incentive policies and plans. To the extent that any of these options are exercised, there will be further dilution to new investors.
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ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the BVI as a BVI business company with limited liability. We are incorporated in the BVI because of certain benefits associated with being a BVI corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the BVI has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent. In addition, BVI companies may not have standing to sue before the federal courts of the United States.
Substantially all of our assets are located outside the United States. In addition, all of our directors and officers are Chinese citizens or permanent residents of Hong Kong, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.
Ogier, our counsel to the laws of the BVI, and Long An & Lam LLP (“Long An & Lam”), our counsel to Hong Kong law, have advised us that there is uncertainty as to whether the courts of the BVI or of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the BVI or Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Ogier has further advised us that the United States and the BVI do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, may not be recognized and enforceable in the BVI. We have also been advised by Ogier that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the BVI courts.
Long An & Lam has further advised us that foreign judgments of United States courts will not be directly enforceable in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law rules of Hong Kong permit an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to: (1) that the foreign judgment is a final judgment conclusive upon the merits of the claim; (2) the judgment is for a liquidated amount in civil matter and not in respect of taxes, fines, penalties, or similar charges; (3) the proceedings in which the judgment was obtained were not contrary to natural justice; and (4) the enforcement of the judgment is not contrary to public policy of Hong Kong. Further, such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules that are applied by the Hong Kong courts. The defenses that are available to a defendant in such common law action brought on the basis of a foreign judgment include but not limited to (1) lack of jurisdiction; (2) breach of natural justice; (3) foreign judgment obtained by fraud; (4) enforcement of foreign judgment would be contrary to public policy of Hong Kong; and (5) the foreign judgment is not final and conclusive. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgments of United States courts being met, including but not limited to the above, a foreign judgment of United States of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States could be enforceable in Hong Kong.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
TJGC Group Limited (“TJGC Group”) is a limited liability company established under the laws of the British Virgin Islands on May 13, 2022. We are an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. We provide services to mobile game developers, principally developers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable mobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong Kong is occupied by a few market players who compete with one another. Based on our knowledge and understanding of our market position, we consider ourselves a major player in the industry with a significant market share. Our prominent market share and proven track record are indicative of our audience reach and engagement, as well as our relevance to advertisers in our local markets.
For the fiscal years ended March 31, 2025 and 2024, our revenue was approximately HK$30.5 million and HK$40.7 million, respectively. Our gross profit and net loss were approximately HK$6.6 million and HK$26.9 million, respectively, for the fiscal year ended March 31, 2025, as compared to our gross profit and net profit of approximately HK$9.2 million and HK$1.9 million, respectively, for the fiscal year ended March 31, 2024. For the six months ended September 30, 2025 and 2024, our revenue was approximately HK$19.1 million and HK$17.6 million, respectively. Our gross profit and net loss were approximately HK$4.8 million and HK$11.4 million, respectively, for the six September 30, 2025, as compared to our gross profit and net profit of approximately HK$4.9 million and HK$0.8 million, respectively, for the six months ended September 30, 2024.
Key factors that affect operating results
Our results of operations have been and will continue to be affected by a number of factors, including those set out below:
Growth and infrastructure development of the mobile gaming ecosystem
Our business and results of operations will be impacted by industry factors that drive the overall performance of the mobile gaming ecosystem. The mobile gaming ecosystem has grown rapidly in recent years with technological advancement alongside an increase in the number and variety of mobile apps befitting for gaming application. We expect that the acceleration, or, conversely, decline of this remarkable growth would continue to affect our business and the results of operations. In addition, even if the mobile app ecosystem continues to grow at its current rate, our ability to position ourselves within the market will impact our business and results of operations.
Large third-party internet platforms such as YouTube, Apple App Store and Google Play Store, among others, predominate the distribution of online mobile games. Likewise, advertising agents target users of mobile games by launching advertising campaigns in third-party media platforms, such as social media websites. We expect this trend to continue for the foreseeable future. Some of these third-party platforms have significant market power and discretion to set platform fees and constraints over the dissemination of permissible content over their domains. All of these platform fees and constraints affect mobile game developers’ operations and profitability, and in turn, could have repercussions on their advertising spendings with us. In addition, the imposition by these third-party platforms of constraints over permissible content could affect our ability to target users with personalized advertising materials and allocate marketing campaigns in an efficient and cost-effective manner. Significant changes to the policies of these third-party platforms could drive rapid change across the mobile gaming ecosystem. Further, new tools for gaming developers, industry standards, and platforms may also emerge in the future.
We have made, and expect to continue to make, considerable investments of management resources in responding to emerging technologies, especially those pertaining to advancement in internet digital technologies and mobile app utilization, in order to respond to rapid technological changes with the mobile gaming ecosystem. These include the deployment of our internal and financial resources, including our management’s time and effort, to explore the technological infrastructure and evaluate its suitability for application in our business models.
We may also need to partner with new media platforms and incur further expense outlays such as the hiring of additional staff workforce or consultants of technical expertise to harness the application of new technologies. While our investments in innovations may not result in revenue in the near term, we believe these investments have allowed us to adapt our business model to emerging trends and enable us to maintain competitiveness in the changing marketplace.
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New developments in PRC laws and regulations regarding the public use of mobile games in the country
We have benefited in the past from the tightening of the rules and regulations in the PRC concerning the public’s use of mobile games in the country. As the mobile gaming developers and operators in the PRC sought after alternative revenue channels through the new launching of mobile games in our local market in Hong Kong, they require corresponding advertising services for their marketing campaigns and, we believe, afforded us promising opportunities to grow our client portfolio.
There are significant uncertainties regarding the future direction that new developments in PRC legislation regarding the use of mobile games may assume. These legislative developments, if materialized, are beyond our control and could turn out to be either advantageous or detrimental to our future business prospects. Some of the mobile gaming developers responding to these changes may decide to seek alternative revenue channels by opening up overseas markets outside of our local market and allocate their advertising budget to these regions, thus reducing their spending with us. Our ability to navigate these changes and grow our business over time depends on our being able to capture new opportunities and respond to challenges arising from these new developments in a timely and adequate manner.
Our local market in Hong Kong will continue to have overriding significance for our business. At the same time, we serve to reduce our heavy reliance on our local market by diversifying our business to specific East Asian countries.
Manage our pricing for advertising services and profit margin
The margin of our advertising services is derived from the service fees we charged our clients less the cost of services incurred, which included, importantly, the fees we paid to media publishers for accessing advertising traffic over their platforms and procurement of advertising inventories. Each of these factors varies according to the market conditions.
We formulate the pricing for our advertising services based on an equitable mark-up on our estimated cost to execute the advertising campaign, having regard to the results of price negotiation with our clients, prevailing market trends and industry information available to us. We determine our service fee on a case-by-case basis, taking into account many factors including: the nature of advertising services required; the scale and complexity of the advertising campaign and the timeframe involved; the specific media channels for deploying the advertisement placement and the associated advertising traffic costs.
While we have begun to establish our market niche with mobile gaming advertising in our local market, the competition within the advertising industry is intense. We not only face direct competition from other advertising agencies, but also competition from other conventional marketing channels in the marketplace that could potentially replace us. Intensified competition from existing and new entrants into the market aspiring to capture market share could result in price cutting, which could erode our profit margin and profitability.
We strive to maintain our competitiveness and market position by providing a comprehensive range of advertising solutions, outstanding quality of customer services, and complementary value-added solution packages. To maintain our profit margin, we must continue to deploy management and financial resources to maintain our competitive advantage and consolidate our market position.
Solicit and retain clients from new business ventures
We also see business opportunities outside of our traditional business in advertising and we intend to expand our business downstream by entering into the acquisition of operation rights with upcoming mobile games in the local Hong Kong market. To successfully harness these new business ventures, we must navigate the competitive and fast-moving mobile gaming market environment in a proactive manner to adequately assess their profiles and stay competitive.
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On March 7, 2025, we entered into a game development agreement (the “Game Development Agreement”) with a game development company to develop a mobile games platform, which amounted to US$2.1 million We hope to become a mobile game operator after the game is successfully developed, although as of the date of this prospectus, we do not have any updates on the development of the mobile games platform. The Game Development Agreement is attached as an exhibit to this prospectus.
Our founders, some of whom are also our executive directors, have prior work experience in the mobile gaming industry, and have accumulated extensive industry knowledge and in-depth understanding of the mobile gaming market, we believe we are well-positioned to harness these new business ventures. As we seek further scale by downstream expansion, the necessary investments in management and financial resources could impact our profitability in the near term. We believe this additional business ventures nevertheless will open broader revenue channels by enabling us to become the direct market player in the mobile gaming industry. However, we cannot ensure you that we will be successful in developing these new business opportunities. See “Risks Related to Our Business and Industry” for more information.
We hope to continue obtaining favorable commercial terms of service from our media publishers
Our business viability and future growth will depend on our ability to maintain long-term cooperative relationships with media publishers to procure suitable advertisement inventories at competitive pricing terms for placing advertisements on behalf of our clients.
Our relationships with the media publishers are mainly governed by contractual agency agreements which provide for, among other things, the pricing for advertisement inventories and credit periods offered to us. These agency agreements typically have a term of one year and are subject to renewal upon expiry. The commercial terms under the agency agreements are subject to renegotiation when they are renewed. Our contracts with media publishers usually provide that they retain the right to terminate our authorized agency relationship at their discretion.
If a media publisher terminates its cooperative relationship with us or we fail to negotiate service terms that are favorable to us, we may lose access to the relevant advertising channels and sustain advertisers’ deflection, as a result, our revenue, results of operations and financial condition may be adversely affected.
In addition, the pricing discounts we obtain from media publishers depend in part on the bulk volume of transactions we laid down for them. If our business declines and we are not able to obtain the current level of pricing discounts, we may need to pass on the price escalation to our clients as less competitive advertising packages or our profitability will be affected.
We believe we have established business relationships with a wide network of local media publishers covering various media channels, which mitigate our exposure to the termination of business relationships with one or more media publishers. We also intend to enter into strategic acquisitions of media publishers in the local market for upstream integration, which will provide us further control over the media publishing operation at our disposal. However, we do not have definitive agreements or commitments for any material acquisitions at this time. We believe the investment and operation of these new acquisitions will add operating overheads for ourselves, which may impact our profitability.
Enter into exhibition business with exhibition partner
We have identified an opportunity to leverage its core competencies and utilize currently idle resources to enter the lucrative live events market. The primary benefits include establishing a new revenue stream, enhancing brand visibility, cross-promoting our core mobile game and anime products, and capturing a new market segment by utilizing existing expertise. After careful evaluation, management concludes that the potential benefits substantially outweigh the associated costs and risks and enter into the new business ventures.
On February 14, 2025, our wholly-owned subsidiary, CTRL Solutions, entered into four (4) cooperative agreements with the same exhibition service provider and one Exhibition Events Joint Investment Agreement with respect to holding the event (collectively, the “Cooperative Agreements”). The total value of the four (4) Cooperative Agreements is approximately HK$ 15.3 million (US$2.7 million), and the value of the event is approximately HK$6.3 million (US$0.8 million). The exhibition partner is scheduled to coordinate and organize five exhibitions in the year ending March 31, 2026. Collaborating with the exhibition partner offers several key advantages. First, the partner has extensive expertise and experience, ensuring optimal planning and execution of the event. They also have a vast network of suppliers and partners, allowing for the efficient integration of necessary resources such as venues, equipment, and design services.
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Additionally, professional firms bring creative design solutions that capture audience attention and enhance brand image. Their project management skills help streamline the entire process, from scheduling to budget control, reducing the stress on organizers. Furthermore, we believe this exhibition partners often have marketing capabilities that can attract more visitors and media coverage, ultimately maximizing the impact of the exhibition.
This opportunity also involves risks that we may not be successful in holding these exhibitions and that such exhibitions will not be profitable. See “Risks Related to Our Business and Industry - We may not be successful in holding exhibition or event” for more information.
Exploration of emerging technologies
We have begun to explore the use of AI technologies in internal workflows. These exploratory initiatives are intended to enhance operational efficiency over time. As of the date of this prospectus, such efforts remain at an early stage and are not expected to have a material impact on our results of operations in the near term.
Comparison of Fiscal Years Ended March 31, 2025 and 2024
The following table sets forth key components of our results of operations for the fiscal years ended March 31, 2025 and 2024:
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Revenue | 40,654,896 | 30,472,131 | 3,916,777 | (10,182,765 | ) | (25.0 | )% | |||||||||||||
| Cost of services | (31,491,368 | ) | (23,885,710 | ) | (3,070,182 | ) | 7,605,658 | (24.2 | )% | |||||||||||
| Gross Profit | 9,163,528 | 6,586,421 | 846,595 | (2,577,107 | ) | (28.1 | )% | |||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and Administrative expense | (6,180,703 | ) | (22,351,548 | ) | (2,872,988 | ) | (16,170,845 | ) | 261.6 | % | ||||||||||
| Impairment loss of prepayment | - | (10,593,902 | ) | (1,361,702 | ) | (10,593,902 | ) | (100.0 | )% | |||||||||||
| Income from operation | 2,982,825 | (26,359,029 | ) | (3,388,095 | ) | (29,341,854 | ) | (983.7 | )% | |||||||||||
| Other income (expenses) | ||||||||||||||||||||
| Other income, net | 36,065 | 17,779 | 2,285 | (18,286 | ) | (50.7 | )% | |||||||||||||
| Other gain (loss) | (100,288 | ) | 53,200 | 6,838 | 153,488 | (153.0 | )% | |||||||||||||
| Interest expense | (319,692 | ) | (294,642 | ) | (37,872 | ) | 25,050 | (7.8 | )% | |||||||||||
| Total other income (expenses), net | (383,915 | ) | (223,663 | ) | (28,749 | ) | 160,252 | (41.7 | )% | |||||||||||
| Profit before tax | 2,598,910 | (26,582,692 | ) | (3,416,844 | ) | (29,181,602 | ) | (1122.8 | )% | |||||||||||
| Income tax | (699,250 | ) | (253,734 | ) | (32,614 | ) | 445,516 | (63.7 | )% | |||||||||||
| Net income (loss) | 1,899,660 | (26,836,426 | ) | (3,449,458 | ) | (28,736,086 | ) | (1512.7 | )% | |||||||||||
| Accumulated other comprehensive income/lose | 4,293 | (16,276 | ) | (2,092 | ) | (20,569 | ) | (479.1 | )% | |||||||||||
| Total comprehensive income (loss) | 1,903,952 | (26,852,702 | ) | (3,451,550 | ) | (28,756,655 | ) | (1510.4 | )% | |||||||||||
45
Revenue
The following table sets forth the breakdown of our revenue by major revenue type for the years ended March 31, 2025 and 2024, respectively:
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Online advertising | 14,609,390 | 10,728,665 | 1,379,024 | (3,880,725 | ) | (26.6 | )% | |||||||||||||
| Offline advertising and web banner marketing | 22,595,715 | 17,966,617 | 2,309,363 | (4,629,098 | ) | (20.5 | )% | |||||||||||||
| Provisioning of strategic planning services | 661,731 | 369,124 | 47,446 | (292,607 | ) | (44.2 | )% | |||||||||||||
| Other services | 2,788,060 | 1,407,725 | 180,944 | (1,380,335 | ) | (49.5 | )% | |||||||||||||
| Total revenue | 40,654,896 | 30,472,131 | 3,916,777 | (10,182,765 | ) | (25.0 | )% | |||||||||||||
Revenue decreased by approximately HK$10.2 million, or approximately 25.0%, to approximately HK$30.5 million for the year ended March 31, 2025, compared to the year ended March 31, 2024. The reduced revenue is primarily the result of the decline in demand for online advertising and offline advertising services.
According to a global intelligence source for digital market insights, as the mobile game market correction approaches its culmination, global mobile game revenue rebounded by 4% in 2024 to reach USD 80.9 billion, returning to growth. Mobile game revenue on the App Store and Google Play in overseas markets grew by over 5% to USD 66.2 billion, which is 31% higher than in 2019. Despite this global rebound, our local market in Hong Kong has been affected by increased concerns over the future economic outlook, which has impacted the overall demand for our advertising services, as mobile game publishers continued to reduce their advertising budgets with our company compared to the previous year. As a result, we recorded a decrease in revenue from online advertising and offline advertising of approximately 26.6% and 20.5%, respectively.
The provision of strategic planning services recorded a decrease in revenue of approximately 44.2% during the year ended March 31, 2025. These services are typically rendered on an interim basis over a contractual tenure and beginning from the preceding year, some of our clients decided not to continue with renewal of the service contract upon expiry, and instead continue business with us on the basis of a one-off advertising package, as they found it easier to manage their advertising effort on a project basis rather than over an interim service term. Hence, the decline in revenue continued into the current year.
Amongst all service categories, revenue from other services reflected the most significant decline of approximately 49.5%, to approximately HK$1.4 million for the year ended March 31, 2025. These services are typically rendered on a per-task basis and tend to be ad-hoc, resulting in considerable year-to-year fluctuations in clients’ demand. Management will continue to maintain client relationships and ensure a consistent revenue stream to our Group from these services.
Cost of services
The following table sets forth the breakdown of cost of services for the years ended March 31, 2025 and 2024, respectively:
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Online advertising fee | 9,558,944 | 6,398,096 | 822,388 | (3,160,848 | ) | (33.1 | )% | |||||||||||||
| Offline advertising fee | 16,737,034 | 12,846,555 | 1,651,249 | (3,890,479 | ) | (23.2 | )% | |||||||||||||
| Consultation fee | 6,000 | - | - | (6,000 | ) | (100.0 | )% | |||||||||||||
| Staff cost | 3,789,922 | 3,509,297 | 451,072 | (280,625 | ) | (7.4 | )% | |||||||||||||
| Others | 1,399,468 | 1,131,762 | 145,472 | (267,705 | ) | (19.1 | )% | |||||||||||||
| Total Cost of services | 31,491,368 | 23,885,710 | 3,070,181 | (7,605,658 | ) | (24.2 | )% | |||||||||||||
Cost of services decreased by approximately HK$7.6 million or approximately 24.2% to approximately HK$23.9 million for the year ended March 31, 2025, compared to the year ended March 31, 2024. The decrease in the cost of services was generally in line with our reduced total revenue derived during the year.
46
Online advertising fee
Online advertising fee includes payments to media publishers and operators of websites, social media platforms and search engines for the procurement of advertising inventories, as well as the media promotion fees and patronage paid to YouTubers, KOL, hard-core gamers and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms. Online advertising fees decreased by approximately HK$3.2 million or approximately 33.1% to approximately HK$6.4 million for the year ended March 31, 2025, compared to the year ended March 31, 2024. The magnitude of decline in online advertising costs was more pronounced as compared to revenue because the increased concerns over the future economic outlook in our local market in Hong Kong have affected the overall demand for advertising services, and practitioners in the local advertising industry generally compromised by offering reduced advertising rate to retain business, which in turn translated as lower advertising fees incurred by ourselves.
Offline advertising fee
Offline advertising fees principally includes payments to the owners or operators of the physical medium for the leased use of premises to broadcast advertising content. As discussed, with a generally reduced demand for advertising services in our local market in Hong Kong, the local advertising industry generally offered reduced advertising rates, which also applies to advertising using offline media channels.
Consultation fee
Consultation fee mainly represents art outsourcing fee for graphics used in advertisements and mobile games artwork, such as, concept art, game characters design and in-games environment fashioning. We did not engage any game characters design and in-games environment fashioning project during the year ended March 31, 2025. As a result, no consultation fee occurred during the year ended March 31, 2025.
Others
Others mainly represent miscellaneous expenses related to the production of advertisements or videos, media boosting costs and other expenses incurred from the Company’s other services.
Other costs decreased by approximately HK$0.3 million, or 19.1% to approximately HK$1.1 million, for the year ended March 31, 2025, compared to the year ended March 31, 2024, as the decline in other costs was less than the decline in other revenue, primarily due to the decrease in the gross profit margin associated with other revenue. As the gross profit margin fell, it impacted the overall profitability, leading to a situation where revenue decreased at a faster rate than costs.
Gross profit
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Gross profit | 9,163,528 | 6,586,421 | 846,595 | (2,577,107 | ) | (28.1 | )% | |||||||||||||
| Gross profit margin | 22.5 | % | 21.6 | % | 21.6 | % | ||||||||||||||
Gross profit margin decreased from 22.5% for the year ended March 31, 2024, to 21.6% for the year ended March 31, 2025. Our gross profit margin slightly decreased during the year mainly because despite the decline in revenue, our overheads incurred from staff costs remained fairly consistent as we sustained largely equivalent level of staff workforce to keep up with our quality of client services and maintain competitiveness in the market. The reduction in our gross profit margin was nevertheless mitigated by the reduced advertising cost incurred by us to media publishers, etc., for the generally reduced advertising rate which prevailed in our local market in Hong Kong during the year, as discussed, resulting in an overall marginal decline in our gross profit margin.
47
Operating Expenses
General and administrative expense
Our general and administrative expenses mainly represented the staff costs, depreciation expenses of property and equipment, legal and professional fees and impairment loss. Our operation expenses increased by HK$16.2 million, or 261.6%, from HK$6.2 million for the year ended March 31, 2024 to HK$22.4 million for the year ended March 31, 2025, due to increase in staff cost and professional fee of HK$13.1 million for the year ended March 31, 2025. Such increase mainly due to hiring addition staffs and adviser for our compliance as public company and expansion. We expect our operating expenses, including but not limited to staff costs, to increase in the foreseeable future, as our business through our Operating Subsidiaries is expected to grow further. We expect our legal and professional fees for legal, audit, and advisory services to increase, as we will incur audit fees, legal fees and advisory fees for being a public company.
Impairment loss of prepayment
We have recorded an impairment of HK$10.6 million related to the prepayment for four exhibition services. This impairment is primarily due to Ctrl Solutions entering into four cooperative investment agreements with an exhibition service provider during the fiscal year ending March 31, 2025. The total value of these agreements amounts to HK$15,292,500. The exhibition partner is scheduled to coordinate and organize four exhibitions in the year ending March 31, 2026. Following a review of previously held exhibitions, management anticipates that the upcoming four exhibitions will result in a net loss, leading to the impairment of the prepayment. No impairment recorded for the exhibition event.
Other income, net
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Other income, net | 36,065 | 17,779 | 2,285 | (18,286 | ) | (50.7 | )% | |||||||||||||
Other income, net, for the year ended March 31, 2025, was considerably lower compared to the year ended March 31, 2024, as decreased in the interest income on cash and cash equivalents, principally maintained as bank deposits.
Other gain (loss)
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Other gain (loss) | (100,288 | ) | 53,200 | 6,838 | 153,488 | (153.0 | )% | |||||||||||||
Other gain and loss represented principally the exchange gain and loss arising from the translation of foreign currency denominated balances, designated in United States Dollars, into Hong Kong Dollars, which is our reporting currency. An exchange gain was realized for the year ended March 31, 2025, as there was a depreciation of the United States Dollars against Hong Kong Dollars during the year.
Income tax
| For the years ended March 31, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Current income tax | 705,839 | 262,812 | 33,781 | (443,027 | ) | (62.8 | )% | |||||||||||||
| Deferred income tax | (6,589 | ) | (9,078 | ) | (1,167 | ) | (2,489 | ) | 37.8 | % | ||||||||||
| Total income tax | 699,250 | 253,734 | 32,614 | (445,516 | ) | (63.7 | )% | |||||||||||||
48
Our company, TJGC Group, was incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Junee Limited is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed.
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Our income tax decreased by HK$445,516 from HK$669,250 for the year ended March 31, 2024 to HK$253,734 for the year ended March 31, 2025, primarily due to the decrease in revenue before income taxes.
Comparison of Six Months Ended September 30, 2025 and 2024
The following table sets forth a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus
| For the six months ended September 30, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Revenue | 17,611,950 | 19,084,523 | 2,452,740 | 1,472,573 | 8.4 | % | ||||||||||||||
| Cost of services | (12,708,290 | ) | (14,314,192 | ) | (1,839,658 | ) | 1,605,902 | 12.6 | % | |||||||||||
| Gross Profit | 4,903,660 | 4,770,331 | 613,082 | (133,330 | ) | (2.7 | )% | |||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and Administrative expense | (3,267,217 | ) | (15,625,310 | ) | (2,008,163 | ) | (12,358,093 | ) | 378.2 | % | ||||||||||
| Income from operation | 1,636,443 | (10,854,979 | ) | (1,395,081 | ) | (12,491,422 | ) | (763.3 | )% | |||||||||||
| Other income (expenses) | ||||||||||||||||||||
| Other income, net | (56,511 | ) | 149,972 | 19,274 | 206,483 | (365.4 | )% | |||||||||||||
| Other gain (loss) | (122,803 | ) | (36,468 | ) | (4,678 | ) | 86,335 | (70.3 | )% | |||||||||||
| Interest expense | (160,129 | ) | (133,520 | ) | (17,160 | ) | 26,609 | (16.6 | )% | |||||||||||
| Total other expenses, net | (339,443 | ) | (20,016 | ) | (2,573 | ) | 319,427 | (94.1 | )% | |||||||||||
| Profit before tax | 1,297,000 | (10,874,995 | ) | (1,397,654 | ) | (12,171,995 | ) | (938.5 | )% | |||||||||||
| Income tax | (491,509 | ) | (482,211 | ) | (61,974 | ) | 9,298 | (1.9 | )% | |||||||||||
| Net income (loss) | 805,491 | (11,357,206 | ) | (1,459,628 | ) | (12,162,697 | ) | (1,510 | )% | |||||||||||
49
Revenue
The following table presents disaggregated information of revenues by major service lines for the six months ended September 30, 2025 and 2024, respectively:
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||
| Online advertising | 6,291,253 | 5,714,663 | 734,448 | (576,590 | ) | (9.2 | )% | |||||||||||||
| Offline advertising and web banner marketing | 10,598,757 | 7,548,741 | 970,163 | (3,050,016 | ) | (28.8 | )% | |||||||||||||
| Provisioning of strategic planning services | 192,878 | 264,649 | 34,012 | 71,771 | 37.2 | % | ||||||||||||||
| Exhibition Income | — | 3,767,862 | 484,245 | 3,767,862 | 100 | % | ||||||||||||||
| Other services | 529,062 | 1,788,608 | 229,872 | 1,259,548 | 238.1 | % | ||||||||||||||
| Total revenue | 17,611,950 | 19,084,523 | 2,452,740 | 1,472,573 | 8.4 | % | ||||||||||||||
Our revenue slightly increased by approximately HK$1.5 million or approximately 8.4% to approximately HK$19.1 million for the six months ended September 30, 2025, mainly due to the increase in the revenue of the exhibition income. We recorded approximately HK$3.8 million for three exhibition revenue during the six months ended September 30, 2025.
Of these, revenue from online advertising and offline advertising both declined by approximately HK$0.6 million and HK$3.1 million for the six months ended September 30, 2025, respectively, mainly due to the economy downturns. Our client decreased their marketing budget on large-scale advertising and generally shifted their budget to a one-off offline event. As a result, the offline advertising revenue decreased of approximately 28.8%
The provision of strategic planning services recorded an increase in revenue of approximately 37.2% during the six months ended September 30, 2025, primarily because of the increase in five one-off localization projects with total amounted HK$159,242.
Our other services increased by approximately HK$1.3 million or approximately 238.1% to approximately HK$1.8 million for the six months ended September 30, 2025, mainly due to the increase in the revenue of a profit sharing on the crossover collaboration products which generated total other services revenue of approximately HK$1.1 million.
Cost of Services
The following table sets forth the breakdown of cost of services for the six months ended September 30, 2025 and 2024, respectively:
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||
| Online advertising fee | 3,302,127 | 3,190,661 | 410,063 | (111,466 | ) | (3.4 | )% | |||||||||||||
| Offline advertising fee | 6,743,634 | 4,121,087 | 529,641 | (2,622,546 | ) | (38.9 | )% | |||||||||||||
| Exhibition cost | — | 3,773,239 | 484,936 | 3,773,239 | 100.0 | % | ||||||||||||||
| Staff cost | 2,034,000 | 1,813,334 | 223,049 | (220,666 | ) | (10.8 | )% | |||||||||||||
| Others | 628,529 | 1,415,871 | 181,967 | 787,341 | 125.3 | % | ||||||||||||||
| Total Cost of services | 12,708,290 | 14,314,192 | 1,839,658 | 1,605,902 | 12.6 | % | ||||||||||||||
50
Cost of services increased by approximately HK$1.6 million or approximately 12.6% to approximately HK$14.3 million for the six months ended September 30, 2025, compared to the six months ended September 30, 2024. The increase in the cost of services was mainly due to increase in the exhibition cost and others cost derived during the period.
Online advertising fee
Online advertising fee includes payments to media publishers and operators of websites, social media platforms and search engines for the procurement of advertising inventories, as well as the media promotion fees and patronage paid to YouTubers, KOL, hard-core gamers and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms. Online advertising fees decreased by approximately HK$111,466 or approximately 3.4% to approximately HK$3.2 million for the six months ended September 30, 2025, compared to the six months ended September 30, 2024. Such decrease is in line with the decrease in the online advertising revenue.
Offline advertising fee
Offline advertising fees principally includes payments to the owners or operators of the physical medium for the leased use of premises to broadcast advertising content. As discussed, with a generally reduced demand for the large scale of the large-scale advertising, our offline advertising fee is decreased by approximately HK$2.6 million or 38.9% compared to the six months ended September 30, 2024. The Company’s offline advertising services primarily comprises outdoor channels, such as large-format LED billboards on buildings and advertisements on subway platforms. As these forms of advertising involve relatively high costs, the decrease in offline advertising fee has outpaced the decline in revenue.
Exhibition cost
Exhibition cost mainly represents the costs on the exhibition that we share with our exhibition partner. We did not engage any exhibition partners during the six months ended September 30, 2024. We recorded exhibition cost of approximately HK$3.8 million, together with the impairment loss recognized in the year as of March 31, 2025, three exhibitions during the six months ended September 30, 2025 resulted in the loss position for the exhibition.
Others
Others mainly represent miscellaneous expenses related to the production of advertisements or videos, media boosting costs and other expenses incurred from the Company’s other services.
Other costs increased by approximately HK$0.8 million, or 125.3% to approximately HK$1.4 million, for the six months ended September 30, 2025, compared to the six months ended September 30, 2024, such increase mainly due to the cost in relation to the crossover collaboration products.
51
Gross profit
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Gross profit | 4,903,660 | 4,770,331 | 613,082 | (133,331 | ) | (2.7 | )% | |||||||||||||
| Gross profit margin | 27.8 | % | 25.0 | % | 25.0 | % | ||||||||||||||
Gross profit margin decreased from 27.8% for the six months ended September 30, 2024, to 25.0% for the six months ended September 30, 2025. Our gross profit margin decreased during the period mainly because we recorded a loss position in our exhibition segment and decrease in gross profit margin from online advertising which offset the increase in gross profit margin from offline advertising segment.
Operating Expenses
General and administrative expense
Our general and administrative expenses mainly represented the staff costs, depreciation expenses of property and equipment, legal and professional fees and impairment loss. Our operation expenses increased by approximately HK$12.4 million, or 378.2%, from approximately HK$3.3 million for the six months ended September 30, 2024 to approximatelHK$15.6 million for the six months ended September 30, 2025, due to increase in staff cost and professional fee of approximately HK$12.0 million for the six months ended September 30, 2025. Such increase mainly due to hiring addition staffs and adviser for our compliance as public company and expansion. We expect our operating expenses, including but not limited to staff costs, to increase in the foreseeable future, as our business through our Operating Subsidiaries is expected to grow further. We expect our legal and professional fees for legal, audit, and advisory services to increase, as we will incur audit fees, legal fees and advisory fees for being a public company.
Other income, net
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Other (loss) income, net | (56,511 | ) | 149,972 | 19,274 | 206,483 | (365.4 | )% | |||||||||||||
52
We recorded other income, net, for the six months ended September 30, 2025, compared to the six months ended September 30, 2024 which has other loss, net mainly due to increase in the interest income on cash and cash equivalents, principally maintained as bank deposits and recorded a one-off overprovision on the expense.
Other loss
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Other loss | (122,803 | ) | (36,468 | ) | (4,687 | ) | 86,336 | (70.3 | )% | |||||||||||
Other gain and loss represented principally the exchange gain and loss arising from the translation of foreign currency denominated balances, designated in United States Dollars, into Hong Kong Dollars, which is our reporting currency. An exchange loss was realized for the six months ended September 30, 2025, as there was a depreciation of the Hong Kong Dollars against United States Dollars during the period.
Income tax
| For the six months ended September 30, | % of | |||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Current income tax | 493,848 | 487,578 | 62,406 | (8,270 | ) | (1.7 | )% | |||||||||||||
| Deferred income tax | (2,339 | ) | (3,367 | ) | (432 | ) | (1,028 | ) | 44.0 | % | ||||||||||
| Total income tax | 491,509 | 482,211 | 61,974 | (9,298 | ) | (1.9 | )% | |||||||||||||
Our company, TJGC Group, was incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Junee Limited is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed.
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Our income tax for the six months ended September 30, 2025 has remained consistent with the six months ended September 30, 2024.
53
Liquidity and Capital Resources
As of the date of this prospectus, we have financed our operations primarily through cash flows from operations, the proceeds of the IPO and loans from banks. We plan to support our future operations primarily from cash generated from our operations and the net proceeds raised from our IPO.
On January 23, 2025, the Company closed its IPO of 2,000,000 ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. On January 25, 2025, R.F. Lafferty & Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025. The IPO and the exercise of the over-allotment option with net proceeds totaling HK$64,093,706 (US$8,238,371) from the offering after deducting underwriting discounts and offering expenses of $7,369,135 (US$947,202) from the gross proceeds totaling HK$71,462,841 (US$9,200,000).
As of March 31, 2025 and September 30, 2025, we had an outstanding bank and other borrowings balance of approximately HK$8.1 million (US$1.0 million) and HK$10.8 million (US$1.4 million). As of September 30, 2025, the bank and other borrowings of approximately HK$4.1 million (US$0.5 million) will be payable within one year and approximately HK$6.7 (US$0.9 million) will be payable after one year but within 5 years. The weighted average annual interest rate of the bank and other borrowings for the six months ended September 30, 2025 was approximately 5.0%.
We believe that our current cash and cash flows provided by operating activities, loans from banks, and the net proceeds from our IPO will be sufficient to meet our working capital needs in the next 12 months from the date the audited consolidated financial statements are issued. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
We do not plan to pay any further dividends out of our retained earnings, as of the date of this prospectus.
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We intend to raise additional fund through this Offering and use these funds to grow our business primarily by (i) investing in artificial intelligence research and product enhancement, (ii) expansion into other regions through market development and strategic partnerships, and (iii) general corporate purposes, including potential acquisitions, investments, capital expenditures and working capital.
Comparison of Years Ended March 31, 2025 and 2024
We do not plan to pay any further dividends out of our retained earnings, as of the date of prospectus.
| For the years ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Net cash provided by (used in) operating activities | 1,913,610 | (34,827,785 | ) | (4,476,637 | ) | |||||||
| Net cash used in investing activities | - | - | - | |||||||||
| Net cash (used in) provided by financing activities | (6,123,250 | ) | 54,354,045 | 6,986,471 | ||||||||
| Translation difference | 4,293 | (16,276 | ) | (2,092 | ) | |||||||
| Net (decrease) increase in cash | (4,209,640 | ) | 19,526,260 | 2,509,835 | ||||||||
| Cash and restricted cash at the beginning of fiscal year | 8,574,262 | 4,368,915 | 561,564 | |||||||||
| Cash and restricted cash at the end of fiscal year | 4,368,915 | 23,878,899 | 3,069,307 | |||||||||
Operating activities
Net cash used in operating activities amounted to approximately HK$34.8 million for the year ended March 31, 2025, mainly derived from (i) net loss of approximately HK$26.8 million for the year ended March 31, 2025; and (ii) increase in deposits and prepayments of approximately HK$19.9 million which was driven by payment in advance to our services provider for game developing of approximately HK$8.2 million and offline event of approximately HK$15.3 million and decrease of deferred IPO cost of HK$4.5 million and offset by increase in impairment loss on prepayment of approximately HK$10.6 million.
Net cash provided by operating activities amounted to approximately HK$1.9 million for the year ended March 31, 2024, mainly derived from (i) net income of approximately HK$1.9 million for the year ended March 31, 2024 (ii) impairment loss of HK$0.2 million, which is not as cash flow item; netted of (iii) changes in operating assets and liabilities of approximately HK$0.3 million. Changes in operating assets and liabilities mainly included (i) an increase in accounts receivables of approximately HK$0.8 million as some of our customers lagged behind with settlement of payments due to us for advertising services; (ii) an increase in deposits, prepayments and other receivables of approximately HK$1.2 million due to payment in advance of listing expenses to professional parties involved in our US listing; netted of (iii) an increase in amounts due to related parties of approximately HK$1.6 million as we accrued payments in arrears for advertising services solicited from these parties.
Investing activities
There was no cash flow from investing activities for the year ended March 31, 2025 and 2024.
Financing activities
Net cash provided by financing activities was approximately of HK$54.4million for the year ended March 31, 2025, which was driven by proceeds from the IPO of approximately of HK$71.5million, offset by (i) payments for deferred IPO costs of approximately HK$17.7 million; and advance from a shareholder of the Company of approximately HK$1.4 million and repayment of bank borrowings of approximately HK$0.9 million.
Net cash used in financing activities amounted to approximately HK$6.1 million for the year ended March 31, 2024, which represented (i) dividends paid of approximately HK$3.0 million; and (ii) repayment of advance from a shareholder of the Company of approximately HK$3.1 million.
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Comparison of Six Months Ended September 30, 2025 and 2024
The following table sets forth a summary of our cash flows for the periods indicated:
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| . | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
| Net cash used in operating activities | (2,410,441 | ) | (20,799,157 | ) | (2,673,108 | ) | ||||||
| Net cash used in investing activities | - | (572,455 | ) | (73,572 | ) | |||||||
| Net cash provided by financing activities | 982,789 | 2,899,011 | 372,580 | |||||||||
| Net decrease in cash | (1,427,652 | ) | (18,472,601 | ) | (2,374,100 | ) | ||||||
| Cash and restricted cash at the beginning of period | 4,368,915 | 23,878,899 | 3,068,917 | |||||||||
| Cash and restricted cash at the end of period | 2,941,623 | 5,406,298 | 694,817 | |||||||||
Operating activities
Net cash used in operating activities amounted to approximately HK$20.8 million for the six months ended September 30, 2025, mainly derived from (i) net loss of approximately HK$11.4 million for six months ended September 30, 2025; and (ii) increase in deposits and prepayments of approximately HK$6.6 million which was driven by payment in advance to our services provider for exhibition of approximately HK$6.6 million and increase account receivable of HK$5.1 million and offset by increase in contract liabilities of approximately HK$1.0 million.
Net cash used in operating activities amounted to approximately HK$1.9 million for the six months ended September 30, 2024, mainly derived from (i) net income of approximately HK$0.8 million for the six months ended September 30, 2024; (ii) increase in tax payable of approximately HK$0.8 million, which netted of (i) increase in accounts receivable of approximately HK$1.9 million; (ii) decrease in amount due to related parties of approximately HK$0.9 million; (iii) and increase in deposits, prepayments and other receivables of approximately HK$0.8 million; and (iv) decrease in in accounts payable of approximately HK$0.4 million.
Investing activities
We recorded a net cash used in investing activities of approximately HK$0.6 million for the acquisition of property, plant and equipment.
There was no cash flow from investing activities for the six months ended September 30, 2024.
Financing activities
Net cash provided by financing activities was approximately of HK$2.9 million for the six months ended September 30, 2025, which was mainly derived from (i) the new borrowing raised of approximately HK$3.1 million; (ii) increased in deferred IPO costs of approximately HK$0.4 million; and mainly offset by repayment of bank borrowings of approximately HK$0.5 million.
Net cash provided by financing activities amounted to approximately HK$1.0 million for the six months ended September 30, 2024, which represented (i) advance from a shareholder of the Company of approximately HK$1.4 million of approximately HK$3.0 million; which offset by repayment of bank borrowings of approximately HK$0.4 million.
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Commitments and Contingencies
In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
The following table summarizes our contractual obligations as of the dates indicated:
As of September 30, 2025 Payment due by period | ||||||||||||||||||||
| Contractual obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||
| Bank and other borrowings | 10,797,780 | 4,053,671 | 2,963,465 | 3,218,015 | 562,629 | |||||||||||||||
| Future lease payments | 726,918 | 391,547 | 335,371 | — | — | |||||||||||||||
As of September 30, 2025 Payment due by period | ||||||||||||||||||||
| Contractual obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Bank and other borrowings | 1,387,729 | 520,977 | 380,864 | 413,579 | 72,309 | |||||||||||||||
| Future lease payments | 93,424 | 50,322 | 43,102 | — | — | |||||||||||||||
Off-balance sheet arrangements
We did not have during the years presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes
Inflation
Inflation does not materially affect the business or the results of operations of our Operating Subsidiaries.
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
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Related Parties and Material Related Party Transactions
| a. | Due from related party |
The following is a list of related party which the Company has balance with:
| (a) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (b) | Pump Studio Limited, controlled by shareholder, Mr. Lau Chi Fung, of the Company. |
As of September 30, 2025 and March 31, 2025, the balances of amounts due from a related party was as follows:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Act Media Co. Limited (a) | (1 | ) | 54,200 | 522,164 | 67,108 | |||||||||||
| Pump Studio Limited (b) | (2 | ) | 190,000 | — | — | |||||||||||
| 244,200 | 522,164 | 67,108 | ||||||||||||||
| (1) | The balance represented the account receivable from Act Media Co. Limited which were advertising service that the Company provided. The amount was trade in nature, unsecured, interest-free and within general credit period. |
| (2) | The balance represented the account receivable from Pump Studio Limited which was other service that the Company provided. The amount was trade in nature, unsecured, interest-free and within general credit period. |
| b. | Due to related parties, a director and a shareholder |
The following is a list of related parties which the Company has balances with:
| (a) | Mr. Shum Tsz Cheung, a shareholder of the Company. |
| (b) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (c) | I am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
As of September 30, 2025 and March 31, 2025, the balances of amounts due to related parties were as follows:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Mr. Shum Tsz Cheung (a) | (1 | ) | 1,409,403 | 1,244,821 | 159,984 | |||||||||||
| Act Media Co. Limited (b) | (2 | ) | 54,075 | 503,650 | (7) | 64,729 | ||||||||||
| Chen Wei (c) | (3 | ) | — | 7,670 | 985 | |||||||||||
| 1,463,478 | 1,756,141 | 225,698 | ||||||||||||||
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For the years ended March 31, 2025 and 2024 and six months ended September 30, 2024 and 2025, we had related party transactions as follows:
| For the years ended March 31, | For the six months ended September 30, | |||||||||||||||||||||||||
| Note | 2024 | 2025 | 2025 | 2024 | 2025 | 2025 | ||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | HK$ | US$ | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||
| Advertising service fee paid to Act Media Co. Limited (a) | (1) | 3,934,433 | 1,415,546 | 181,949 | 839,421 | 503,650 | (7) | 64,729 | ||||||||||||||||||
| Celebrity fee paid to Act Media Co. Limited (a) | (2) | 28,200 | 23,300 | 2,995 | — | — | — | |||||||||||||||||||
| Advertising service fee paid to I am Media Limited (b) | (1) | 535,875 | 189,375 | 24,342 | 71,250 | 47,250 | 6,073 | |||||||||||||||||||
| Advertising service fee paid to Pump Studio Limited (c) | (1) | 17,500 | — | — | — | — | — | |||||||||||||||||||
| Other cost paid to Pump Studio Limited (c) | (3) | — | 18,467 | 2,374 | 18,467 | — | — | |||||||||||||||||||
| Advertising services fee received from Act Media Co. Limited (a) | (4) | 46,000 | 33,600 | 4,319 | 33,600 | 25,000 | 3,213 | |||||||||||||||||||
| Celebrity fee received from Act Media Co. Limited (a) | (5) | 1,045,200 | 290,200 | 37,301 | 129,500 | 761,664 | 97,889 | |||||||||||||||||||
| Advertising services fee received from Pump Studio Limited (c) | (4) | 165,000 | 157,850 | 20,289 | 10,000 | — | — | |||||||||||||||||||
| Other services fee received from Pump Studio Limited (c) | (6) | 190,000 | — | — | — | — | — | |||||||||||||||||||
Notes:
| (1) | Act Media Co. Limited, I am Media Limited and Pump Studio Limited provided online and offline advertising and web banner services for the Company and the related parties charged an advertising fee for providing such services. The price was agreed between both parties and the advertising service was charged with reference to the market price of the advertising service. The advertising service was recorded as advertising fee in the cost of services. |
| (2) | Act Media Co. Limited and Pump Studio Limited charged the Company for a fee for soliciting celebrity to promote the customers’ advertising campaigns. The amount was recorded in the Company’s cost of service. |
| (3) | Pump Studio Limited charged the Company for other cost of the Company. The amount was recorded in the Company’s cost of service. |
| (4) | The Company mainly provided online and offline advertising service for Act Media Co. Limited and Pump Studio Limited and the Company charged a fee for the service. The online and offline advertising fee was recorded as revenue. |
| (5) | The Company solicited celebrities for Act Media Co. Limited to promote the customers’ advertising campaigns. The celebrity fee was recorded as revenue. |
| (6) | The Company provided administrative services for Pump Studio Limited to promote the customers’ advertising campaigns. The other services was recorded as revenue. |
| (7) | As of the date of this prospectus, the amount due to Act Media Co. Limited, net is HK$570,000 and the amount due from Act Media Co. Limited, net is HK$329,010. |
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Significant Accounting Policies
The consolidated financial statements of us have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and on a going-concern basis.
The following descriptions of significant accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus.
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
Revenue Recognition
The Company applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all years presented.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company enters into contracts with customers that include promises to transfer various services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Revenue is recognized when the promised services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.
The Company is engaging in the one-stop advertising services to customers in Hong Kong. The Company’s principal revenue stream includes:
| (a) | Online advertising |
For revenue generated through the online placement of advertisements, the Company’s performance obligation is fulfilled at the point in time when the advertisement content is broadcasted in the digital media and the marketing publication is publicly released, or the transfer of the broadcasting right to the customer is made.
In the event the contract with the customer further entitles the Company to a one-off licensing fee for granting the customer the intellectual property right attached to the advertising contents and materials, the Company concluded that such licensing fee is integral to but not distinct or separated from the overall advertising solution package.
The entire transaction price of the advertising contract, inclusive of the online advertising fee and the licensing fee, is attributed as a single performance obligation and revenue is recognized at the point in time when the Company’s contractual obligation is completed that is the broadcast of the advertisement content and transfer of the intellectual property right are simultaneously fulfilled.
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| (b) | Offline advertising and web banner marketing |
For revenue generated through the offline and web banner placement, the Company performed its services over a specific tenure set out in the advertising contract. The performance obligation is fulfilled over this pre-determined period when the agreed-upon action is completed or when the advertisement is displayed in the relevant medium to the public or target audience.
The Company recognizes the revenue over the pre-determined contract period, generally the advertising period, during which its services are rendered to the advertiser and satisfied the relevant performance obligation. The Company enters a distinct contract with its customers. The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
| (c) | Provisioning of strategic planning services |
Revenue generated from providing strategic planning services is recognized over time as the Company successively fulfils its performance obligation over the contractual service period and the advertiser simultaneously receives and consumes the benefits provided by the Company’s service performance.
The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over contractual service period. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
| (d) | Exhibition income |
The Company invests in the exhibition or event entitles the profit sharing from the exhibition. The exhibition partner will share the certain percentage of the net profit from the designated exhibition or event according to the partnership or investment agreement. The profit-sharing revenue is variable amount (based on the net profit of the designated exhibition or event and the Company has no control of it). As a result, the Company concludes that the above game profit sharing services (1) is distinct and (2) meets the criteria for recognizing revenue during exhibition over time
| (e) | Other services |
Other services rendered by the Company to its clients include provision of (i) administrative services; and (ii) strategic planning on a profit-sharing fee basis.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, the allowance for credit losses, useful lives of property and equipment, deferred income taxes, the realization of deferred tax assets, revenue recognition and other provisions and contingencies. Actual results could differ from those estimates.
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INDUSTRY
The Company uses market data throughout this registration statement. The Company has obtained certain market data from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any of the projections or forecasts will be achieved. The Company believes that the surveys and market research others have performed are reliable, but the Company has not independently verified this information.
Overview of Advertising Industry in Hong Kong
According to PwC’s Global Entertainment and Media Outlook 2025-2029: Hong Kong Summary, it indicates that the entertainment and media (E&M) industry is set for sustained growth, with a 2.26% compound annual growth rate (CAGR), reaching US$15 billion in 2029. These projections for Hong Kong come as companies adapt strategies to align with local priorities, and as the E&M industry navigates trade uncertainties and shifting consumer preferences globally. Over the next five years, Hong Kong’s E&M industry will continue its shift from consumer spending to advertising spending, consistent with global trends. This ongoing transition is forecast to see advertising’s share of the local sector’s expenditure rise from roughly one-fifth in 2020 to nearly one-third by the end of the decade.
We expect company spending on advertising campaigns to increase, consistent with the global trends. According to an independent industry market research report (the “Euromonitor Report”) prepared by Euromonitor International Limited, a London-based research firm and independent third party, the advertising industry revenue is forecasted to grow from HK$29.8 billion (US$3.8 billion) in 2022 to HK$39.6 billion (US$5.0 billion) in 2027, with a five-year aggregate compound annual growth rate (“CAGR”) of 7.3%.
According to the research from Euromonitor, online marketing is expected to increase dramatically from HK$14.9 billion (US$1.9 billion) in 2023 to HK$23.0 billion (US$2.9 billion) in 2027, representing a five-year CAGR of 11.4%. The growth is mainly attributable to technological advancement, or the 5G application, of the prevalence of mobile phones and other electronic devices and changes in customer behavior during the pandemic lockdowns. With increasing social media usage, companies have refined their marketing strategies and digital advertising is steadily outpacing traditional advertising. Hence, the marketing in Hong Kong using outdoor, print and television and radio are forecasted to record a lower five-year CAGR of 9.7%, -5.0% and -0.1%, respectively. By 2027 as indicated in the PwC Global Entertainment and Media Outlook 2023-2027 (the “PwC Report”), online media is expected to contribute approximately 68.1% of the advertising industry in Hong Kong and become the major platform for advertisers to stay connected to the consumers.
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Hong Kong and Worldwide Advertising Budget Rapid Growth Along with the increasing Mobile Gaming Market Size
Hong Kong’s video and mobile game industry had a steady growth from 2017 to 2019, which is in line with the global market. In general, the quality of the game products is considered one of the major factors that tend to influence user “stickiness” and willingness to purchase. As per capita disposable income continues to grow, game players have shown increasing willingness to pay for attractive and meaningful in-game content. As reported in the PwC Report, the video and mobile game industry revenue is expected to grow with a five-year CAGR of 4.5% from 2022 to 2027.
Among all segments, mobile games had demonstrated accelerated growth from 2017 to 2021. Mobile games global revenue is predicted to show a five-year CAGR of 2.58%, resulting in a projected income of HK$722.2 billion (US$92.0 billion) by 2027, according to Sensor Tower, a leading provider of market and consumer data. The expansion of the mobile games market is mainly driven by the introduction of 5G and rising penetration of mobile phones. The launch of mobile phones with faster processor capability, better graphics and fluid controls, while also providing more affordable pricing, widens the user base and increases the demand for causal mobile game play. In addition, we believe the console free, easy-to-access and free download features draw interest from all walks of life and continues to boost the popularity of mobiles games.
To help standout from other mobile games developers, we believe some game publishers are eager to increase development and distribution budgets for promoting existing and newly released mobile games. According to Statista, a leading provider of market and consumer data, worldwide advertising expenditures on mobile gaming is projected to increase from HK$0.4 billion (US$0.1 billion) in 2021 to HK$1.0 billion (US$0.1 billion) in 2025.
Hong Kong Mobile Gaming Market Increase While China-developed Mobile Games Oversea Expansion
Amid slowing growth and gaming regulation in the PRC, we believe PRC gaming companies are looking to expand markets overseas. Chinese-developed mobile games have recorded impressive growth figures in international markets. The actual revenue from overseas markets for Chinese self-developed games reached 20.455 billion USD, up 10.23% year-on-year, marking the sixth consecutive year of exceeding one trillion yuan. Among this, the actual revenue from self-developed mobile games in overseas markets was 18.478 billion USD, growing by 13.16% year-on-year, according to 2025 China Gaming Industry Report issued by the China Audio-Video and Digital Publishing Association. A Chinese Gaming Industry Analysis by Mordor Intelligence reports that the Chinese gaming market size is estimated to reach USD 107.98 billion by 2030, advancing at a 10.13% CAGR over 2025-2030. With almost 90% of smartphone penetration and a strong consumer power, we believe Hong Kong is a market for mobile gaming with significant material growth potential. We believe PRC gaming companies are willing to launch mobile games in Hong Kong as an initial step to expansion in and penetration of the international market.
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BUSINESS
Our Business
We are an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. We provide services to mobile game developers, principally developers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable mobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong Kong is occupied by a few market players who compete with one another. Based on our knowledge and understanding of our market position, we consider ourselves a major player in the industry with a significant market share. Our prominent market share and proven track record are indicative of our audience reach and engagement, as well as our relevance to advertisers in our local markets.
Although our clients are primarily from China and our advertising market is in Hong Kong, none of our business, operations or subsidiaries are located in mainland China and the Company is not a Chinese operating company.
We provide one-stop advertising services to our clients throughout the entire advertising process, which comprises the planning, creating, launching, managing and performance monitoring of the advertisements. We set out advertising plans for clients based on their mobile games’ unique features and market profile, while making reference to the prevailing trend of the design of comparable advertisements. Based on the advertising plan, we develop the overall marketing concepts and ideas for promoting the mobile games and tailored our advertising campaign with innovative themes to capture the attention of the target audience and maximize the advertising exposure and volume of impressions.
We have our in-house design and production team to design, create, edit and produce the art and design of various kinds of advertisement materials in different designs, layouts and formats, which include principally digital content such as videos, animations and photographs. We directly involve ourselves in concept development, storyboard creation, script writing, casting, shooting, and post-production works. At times we also engage freelance talent for some of our shooting works. Alongside the provisioning of mainstream advertising services in the market, our other value-added services provided to our clients during the course of advertisement placement include the creative design of advertising themes and content; local adaption of advertising materials; social media management services; post-publication advertising performance monitoring; costume tailoring services for cosplay shows with mobile games’ fictional characters; and advisory on the latest market trend and fashion.
Because we have an in-depth understanding of the local market preferences, we are able to implement local adaption of advertising materials by endowing them with images and slang, etc., of local taste that appeals to our primary market in Hong Kong. This competitive advantage is especially relevant to advertisers from mainland China and overseas countries looking to explore our primary market in Hong Kong. For these clients outside of Hong Kong, we consummate the advertising process by autonomously administering the advertising plans and enhancing their operational efficacy for an offshore advertising campaign.
We principally make use of digital media such as online social media platforms, websites and search engines over the Internet to broadcast the advertising campaigns, for which we directly engage ourselves in the procurement of advertising space and advertisement placement with the digital media channels. We launch the advertising campaigns by deploying local media publishers of various advertising channels. We select the media publishers for advertisement placements based on the values they could contribute to the advertising chain according to their specific nature and functionalities to precisely reach the target audience of particular interests. We pay these media publishers and advertising agencies mainly based on advertising exposure frequency and behavioral parameters such as the number of clicks into the advertisement, which is indicative of the response made by the target audience to the advertisements.
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In addition to the media publishers specializing in the advertising business, we also contract with YouTuber, KOL and local celebrities to film introductory gaming videos for broadcast in their personal blogs and social media platforms such as YouTube and Instagram to generate interest in their network of followers. We work with these social personalities principally on an ad-hoc basis and pay them mainly per-project patronage for their contribution. Besides these online means of broadcasting, we also make use of physical media such as podium platforms with transportation terminals and public venues to broadcast advertising campaigns. We also assist clients to plan and prepare their exhibition booths in the Animation-Comic-Game Hong Kong events and other offline marketing events such as cross-industry cooperation events to capture the target audiences, whereby we direct the event production from set-up to execution by gathering the design briefs from our clients and formulating interactive and innovative event concepts through a combination of performance, visual and audio effects in an event setting.
We gauge the effectiveness of advertising results mainly through the mobile game’s induced actual sales and other experiential parameters indicative of personal involvement from the target audience, such as activating or registering as the users of the mobile games. We believe our comprehensive mobile gaming advertising services contribute to the achievement of advertising results which satisfy our clients and help establish what we believe is our strong market position.
Enter into exhibition business with exhibition partner
We have identified an opportunity to leverage its core competencies and utilize currently idle resources to enter the lucrative live events market. The primary benefits include establishing a new revenue stream, enhancing brand visibility, cross-promoting our core mobile game and anime products, and capturing a new market segment by utilizing existing expertise. After careful evaluation, management concludes that the potential benefits substantially outweigh the associated costs and risks and enter into the new business ventures.
On February 14, 2025, our wholly-owned subsidiary, CTRL Solutions, entered into four (4) cooperative agreements with the same exhibition service provider and one Exhibition Events Joint Investment Agreement with respect to holding the event (collectively, the “Cooperative Agreements”). The total value of the four (4) Cooperative Agreements is approximately HK$ 15.3 million (US$2.7 million), and the value of the event is approximately HK$6.3 million (US$0.8 million). The exhibition partner is scheduled to coordinate and organize five exhibitions in the year ending March 31, 2026. Collaborating with the exhibition partner offers several key advantages. First, the partner has extensive expertise and experience, ensuring optimal planning and execution of the event. They also have a vast network of suppliers and partners, allowing for the efficient integration of necessary resources such as venues, equipment, and design services.
Additionally, professional firms bring creative design solutions that capture audience attention and enhance brand image. Their project management skills help streamline the entire process, from scheduling to budget control, reducing the stress on organizers. Furthermore, we believe this exhibition partners often have marketing capabilities that can attract more visitors and media coverage, ultimately maximizing the impact of the exhibition.
This opportunity also involves risks that we may not be successful in holding these exhibitions and that such exhibitions will not be profitable. See “Risks Related to Our Business and Industry - We may not be successful in holding exhibition or event” for more information.
Competitive Strengths
We believe many of our customers are inclined to solicit our advertising services mainly due to:
Our integrated, one-stop marketing service enables our clients to realize advertising efficiency and cost-effectiveness.
Our integrated business model and scale of operations enable us to focus on addressing the overall marketing needs of the advertisers by delivering a broad spectrum of marketing materials and content in a cost-efficient manner. We have our own design team to devise and prepare creative design proposals, production team to develop the marketing content and materials, and marketing team to execute and manage advertisement placement in various media. The ability to deliver a one-stop solution through devising, managing and coordinating the multiple aspects of a marketing project, enables our clients to address their marketing challenges in an efficient manner.
Because of our capacity to offer a comprehensive range of integrated marketing solutions and implement cross-media marketing activities, we can achieve synergies among the various marketing activities and deliver our services to the advertisers in a manner that promotes efficient allocation of resources and maximize the economies of scale of the advertising operation. With our integrated teams of talents, we are able to directly manage the different aspects of an advertising campaign and efficiently deliver services of quality to the satisfaction of our clients.
Our capacity to access the diversity of media publishers available in the market and directly liaise with them improves the advertiser’s operational efficiency and cost-effectiveness by reducing the time and costs involved with the solicitation and coordination of these media. We directly liaise and contract with local media publishers and other advertising agents and pay for our clients in advance to procure advertisement inventories. The advertiser is relieved from the burden of having to solicit multiple service providers from different disciplines that operate in a vertical but non-integrated fashion, while benefiting from our expertise to oversee and monitor the diverse activities comprising the marketing campaign.
We believe our ability to provide a one-stop integrated marketing service enables the advertisers to realize greater efficiency in allocating their marketing budgets and promoting their mobile gaming products by reducing the time and resources required in campaign coordination and implementation.
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Our established local client base provides us with a solid platform to grow our business.
We have an established local client base in Hong Kong, our principal base of operations and from which we generate a substantial proportion of our revenue. We believe our capacity to expand our client base in Hong Kong is mainly attributable to our integrated marketing services and our capacity to tailor advertising campaigns that appeal to the local market. In recognition of our high-quality service, many of our clients have laid down recurring service requests for advertising campaigns and also refer new clients to us from time to time.
As we maintain a continual business relationship with our clients, we familiarize ourselves with their mobile game profiles, advertising budgets and preferences, which enhances our ability to better manage their expectations and offer them services that best suit their needs. We believe that our client base will continue to expand and transform into recurring clients. We believe that with our further development in client base and business expansion, we are well positioned to benefit from the increasing local market demand for marketing services specializing in mobile gaming.
We believe our established market position provides us with market visibility and competitive advantages to capture future business opportunity.
The market for specialized mobile game advertising in Hong Kong is occupied by a small number of market players who compete with one another. Based on our knowledge and understanding of our market positioning, we consider ourselves a major player in the industry, attributing a prominent market share. Compared with our entrenched market position, few local marketing services providers in Hong Kong specialize in advertising for mobile games. Other market competitors generally have fewer resources of industry expertise and workforce capacity. While the market has numerous media publishers with distinctive profiles and functions, given their confined client base and limited resources, they may encounter more impediments to accessing suitable media publishers for making advertisement placements on their own. We believe this competitive landscape allows us to gain a more significant market share in terms of advertising expenditures in our local market than is generally achieved by our peers.
We believe that our established market position provides us with market visibility and competitive advantages that enable us to drive captive local audiences and capture business opportunities. Our prominent client base and comprehensive range of marketing solutions afford us the opportunity to better present our services to advertisers, cross-sell services and more directly influence their advertising expenditure decisions. We can better maintain close relationships with other players in the market and attract potential clients as well as media publishers interested in catering for mobile games advertising. The recognition of our favorable market positioning also helps us attract talents and consolidate our competitiveness by furthering our service quality and growing our business over time.
We are able to implement regional adaptation of advertising content to enhance market penetration with local target audiences.
Because we cater to advertisers who make up the majority proportion of the local mobile gaming market, we are in the vantage position to gain an in-depth understanding of the local preferences and keep abreast of the emerging trends and fashion in the local mobile gaming market. Equipped with the local expertise, we are able to endow advertising content and materials with tailor-made and innovative designs of images and slang, etc., of local taste and flair that appeal to the local market and, in particular, the generation of youngster gamer group marked by their attentiveness on the latest trendy whims and peer influence in the gaming circle.
Our competitive advantage is especially relevant to advertisers from China and overseas countries looking to explore the local market in Hong Kong. For these advertisers, language, cultural differences and lack of expertise in the local mobile gaming market could impede their practical marketing efforts. Our in-depth understanding of the local preferences and ability to create engaging advertising content endowed with local taste and flair enhances the mobile game’s perceived image and connection to the local market by promoting rapport with the local target audiences. In turn, the regionally adapted advertising material reinforces acceptance in the local market and enhances market penetration for the advertiser’s advertising campaign.
We are able to provide a comprehensive range of value-added services that optimize our client’s advertising budget.
As compared to the conventional advertising companies catering to advertisers from diverse fields, our specialization in the mobile games advertising and integrated business model enables us to focus on addressing the overall marketing needs of the advertisers by delivering a full spectrum of value-added services that optimize our client’s advertising budget. These range from creative design of advertising theme and content, local adaption of advertising materials, to post-publication advertising performance monitoring.
We are able to advise on the mix and match of the best media channels for maximizing the target audience exposure based on the mobile game’s profile and budget constraint specified by the advertisers. Our in-house design and production team is able to produce advertising content of the same design in altered formats for applications across diverse media channels, thus optimizing the range of applications within the confines of the advertiser’s budget. Advertisers resorting to non-specialized conventional advertising companies may need to solicit another advertising agent or incur extra costs if they request comparable add-on services, adding to their advertising budget and burden in liaising with several service provider.
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Our variety of value-added services enables us to better present our advertising solutions to potential clients and multiply cross-selling business opportunities.
Because of the variety of value-added services we provide, the advertiser will likely find one or a few of our auxiliary services pertinent to its advertising needs. In particular, our capacity to implement local adaption of advertising materials is especially relevant to advertisers from China and overseas countries looking to explore our primary market in Hong Kong. These auxiliary services readily become the stepping stone for introducing and cross-selling our other services to advertisers outside Hong Kong.
In many instances, our initial provisioning of singular auxiliary services develops into the incisive meeting point for the beginning of a business relationship with the advertiser. The burgeoning relationship affords us opportunities to present our other services to the advertiser and further promote an overall package of comprehensive advertising solutions. We expand upon the first provisioning of an auxiliary service to enhance our perceived value to the client for potentially adding value to their business by autonomously executing the entire advertising process and enhancing their operational efficacy. Given our variety of value-added services that complement one another, we believe that we are well positioned to capture market opportunities with cross-selling efforts.
Our established market position enables us to advise our clients with market intelligence for informed decisions on strategic investment and advertising expenditure.
Because we account for a prominent market share with our local market niche, we are in an advantageous position to closely follow the latest market development by virtue of being intimately involved with the new launching of the overriding majority of mobile games in the local market, which enables us to reach an in-depth understanding of the local gaming market profile through collecting and analyzing market data. Our competitors of smaller scale generally do not possess updated market data and knowledge to the equivalent extent. Leveraging on our market intelligence, we are able to offer our clients advice on the latest market trend and fashion and performances of various media publishers, which enables them to make an informed choice regarding their advertising decisions.
Advertisers are then better informed to determine the media format and advertising budget which best suit their advertising needs with reference to the updated market data. Further, the up-to-date market knowledge backs up our clients’ informed decisions regarding their strategic direction with product development of new mobile games and investment options. By equipping our clients with updated market intelligence, we go beyond the usual role of the conventional advertising agency and partake as business associates with an advisory role, contributing to the establishing of a long-term relationship with our clients.
We have established business relationships with comprehensive coverage of local media publishers.
In general, besides entertaining the clients, the business of advertising also revolves around relations with the media publishers. Advertising agencies like us work on a continual basis to provide suitable advertisement inventories at competitive pricing in order to attend to the client’s requirement, which is dependent on our relations with the media publishers. We have established business relationships with a wide range of local media publishers covering various media channels, including those rendering advertising space on social media platforms, websites, mobile sites, search engines and public venues.
Leveraging on the relationships with our network of media publishers and advertising agents, we are able to access first-hand information regarding the available advertising inventories and resources, which we secure for the benefit of our clients. We have established interconnections with numerous exclusive YouTuber and cosplayers who work with us on an intermittent, project basis. Also, we have established business relationships with various local celebrities who work with us on a project basis to maximize advertisement exposure. The extensive network of partners enables us to choose from the diversified pool of resources, offer tailor-made marketing and advertising solutions that best suit the subject mobile game’s profile, and maximize the advertising exposure to the target audience.
We directly liaise and contract with the local media publishers and pay them to procure advertisement inventories. Our direct involvement saves our clients’ time and effort in identifying and dealing with different media publishers to implement their marketing strategies. The direct involvement with various media publishers from diverse advertising channels equipped us with the aptitude to evaluate their strengths and weakness, as well as the capacity to monitor their execution of the marketing campaigns. Also, by drawing on a pool of media publishers and advertising agents, we buffer ourselves against a single media publisher’s malpractice and mitigate our business risk out of reliance on the media publisher’s performance.
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Our established market position enables us to bargain for favorable commercial terms with media publishers.
Marketing, advertising and promotional firms usually procure advertisement inventories in bulk volume. In return, media publishers typically offer pricing discounts to them for the importance of their business. The scale of such pricing discounts may increase with the increasing transaction volume and value according to the terms and conditions offered by different media publishers. Endowed with what we believe is our prominent market share and recognition as the core advertiser for the niche market of mobile games advertising, we are in a vantage position to liaise for better pricing terms or preferential discounts for the higher volume of transactions.
In contrast, as our competitors in the local market usually have limited advertising budgets and generally spread their budgets over several media publishers for advertisement placements, they may be faced with more challenges to obtain commercial terms as favorable as those offers to ourselves.
Our established market position also allowed for more business referral opportunities from ourselves to the media publishers, which in turn strengthens our business relationships with them and allows us to obtain more favorable pricing terms. With the lower advertising traffic costs available to us from different media publishers, we are able to in turn pass on the pricing discount received to our clients through offering competitive advertising packages.
Our experienced management team and responsive and creative employees.
We are led by our founders, each of whom has prior work experience in the mobile gaming industry or advertising industry and has accumulated over 10 years of experience in the marketing and advertising for mobile games since the founding of our company. We believe that the vision of our management team has been fundamental to our success. For biographical details of our directors and senior management, please refer to the section headed “Management” in this prospectus.
Our management team is supported by our responsive and creative working teams comprised of our employees. With a majority of the target audience falling within the generation of youngster gamer group, we strive to promote a corporate culture that encourages our employees to be proactive and innovative in responding to the needs of our clients and their target audience. Our directors closely involve themselves in daily interaction with the operational teams, equipping them with the necessary job-specific skills, socializing with them to promote team cohesiveness, and adapting them to our work culture. We have also adopted internal policies which set out various guidelines, instructions and operational rules to guide our employees and ensure our services’ quality.
We believe that our management team’s extensive experience, industry knowledge and in-depth understanding of the mobile gaming market enable us to assess the competitive and fast-moving market environment with mobile game advertising and provide specialized services of high quality. Also, our management and working team directly work with our clients throughout the entire advertising process, and their personal involvement in attending to our client’s demands furthers a long-term working relationship with them.
Our Suppliers
Our advertisement suppliers provide advertising services such as YouTube video, television, web banner and outdoor. Other than the sales and distribution agreements described below, the Company or its Operating Subsidiaries has not entered into any long-term supply agreements with material suppliers and purchases are made on a project-by-project basis.
CTRL Media maintains a list of internally approved advertisement suppliers. The Company generally does not depend on any of the specific advertisement suppliers, as it has a number of alternative advertisement suppliers for all the marketing champaigns. As of September 30, 2025 and 2024, CTRL Media neither had any disputes with the advertisement suppliers, nor encountered any material difficulties in procuring services, and it had not experienced any significant delays in publishing the advertisement by its advertisement suppliers causing significant disruption of its projects.
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Material Agreements and Form Agreements
Form of Cosplayer Agreement between CTRL Media and its individual cosplayers
From time-to-time, the Company engages with cosplayers, to promote the Company’s designated gaming products. The form of Cosplayer Agreement provides that cosplayer counter-parties promote the Company’s games through online live streaming, online video broadcasts and participating in game competitions and conventions. The terms of these agreements are typically two years and subject to automatic renewal 30 days before the end of term for additional one-year terms. Our contracted cosplayers agree to work exclusively with the Company for gaming promotion.
The Company does not believe any individual Cosplayer Agreement or group of individual Cosplayer Agreements are material to the Company’s aggregate results of operations. The foregoing description of the Form of Cosplayer Agreement is qualified in its entirety by the full text of the Form of Cosplayer Agreement, which is attached hereto as an exhibit to this prospectus and is incorporated herein by reference.
Form of Game Exclusive Cooperation Contract
The Company engages with YouTube channel and online influencers from time-to-time pursuant to its form of Exclusive Cooperation Contract to engage in the marketing activities and related work of the mobile game designated by CTRL Media in Hong Kong and Macau.
During the term of these agreements, our counter-party YouTube channel and online influencers agree to work exclusively with CTRL Media with respect to all work related to mobile games, which must be assigned by CTRL Media and given priority over any other third-party’s needs. CTRL Media agrees to pay such influencers 100% of the total cost of developing mobile games or projects within 30 days after project completion. The form of Exclusive Cooperation Contract contains typical mutual confidentiality provisions.
The form of Exclusive Cooperation Contract typically has an initial term of one year, which is automatically renewed at the end of the initial term for an additional 365 days.
The Company does not believe any individual Exclusive Cooperation Contract or group of individual Exclusive Cooperation Contracts are material to the Company’s aggregate results of operations.
Cooperative Agreements with CR Entertainment and Production Limited
On February 14, 2025, our wholly-owned subsidiary, CTRL Solutions, entered into four (4) cooperative agreements with the same exhibition service provider and one Exhibition Events Joint Investment Agreement with respect to holding the event (collectively, the “Cooperative Agreements”). The total value of the four (4) Cooperative Agreements is approximately HK$ 15.3 million (US$2.7 million), and the value of the event is approximately HK$6.3 million (US$0.8 million). The Cooperative Agreements provide that the exhibition partner shall coordinate and organize four (4) exhibitions and one event during the year ending March 31, 2026. We believe that these agreements are material to the Company, as the Company has recently started exploring new business opportunities in advertising consulting services. We believe that collaboration with exhibition partners would result in better marketing capabilities, such as attracting more visitors and media coverage; however, we anticipate incurring net losses at the beginning of this process.
Game Development Agreement
The Company is exploring new business opportunities in game publishing through its wholly-owned subsidiary, CTRL Games. On March 7, 2025, CTRL Games entered into a game development agreement with Esport Games Limited, a service provider, to develop mobile games platform which amounted to US$2.1 million. We hope to become a mobile game operator after the game is successfully developed; however, there is no guarantee that the Company will develop a game which works and/or will be successful.
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Rent Sharing Agreement
On July 15, 2023, CTRL Media and Efun Company Limited entered into a Rent Sharing Agreement for a two-year term, whereby CTRL Media agreed to pay Efun Company Limited HK$34,000 per month of the total of HK$46,000 per month aggregate rent, as well as any other expenses associated with the property (including but not limited to water and electricity). Efun Company Limited will pay HK$12,000 per month in rent and not be responsible for any other expenses associated with the Property.
On July 16, 2025, CTRL Media and Efun Company Limited entered into a new Rent Sharing Agreement for another two-year term, whereby CTRL Media agreed to pay Efun Company Limited HK$34,000 per month of the total of HK$46,000 per month aggregate rent, as well as any other expenses associated with the property (including but not limited to water and electricity). Efun Company Limited will pay HK$12,000 per month in rent and is not responsible for any other expenses associated with the Property.
If either party violates the provisions of the agreement, such party must pay 2% of the annual rent of the leased property to the non-breaching party as liquidated damages. All disputes are subject to, first, negotiation and, second, arbitration administered by the Hong Kong International Arbitration Center.
Efun Company Limited is party to the lease underlying the Rent Sharing Agreement. The Rent Sharing Agreement’s term is from July 16, 2020 through July 15, 2027, provided if the lease between Efun Company Limited is terminated, the Rent Sharing Agreement is also automatically terminated.
Development and Expansion Strategy
We intend to achieve our future growth and solidify our position in the industry by pursuing the following strategies:
Expanding Asia game advertising market
Our management considered that as more Chinese mobile games expand abroad to international markets to take advantage of the global industry growth, it is a good opportunity to expand our one-stop advertising services to South-east Asia markets, such as Taiwan, Malaysia and Singapore, by establishing local offices and recruiting local staff. We will take into consideration factors such as the potential client base, culture differences of the advertising audience and advertisement methodology, thereby expanding our overseas business and making it an important source of our revenue and profit.
Becoming a mobile game operator
According to the report prepared by Analysys Limited, an independent market research and consulting firm that conducted a detailed research on the mobile game industry in China from 2018 to 2028, the global mobile game market in terms of customer spending increased from USD70.8 billion in 2018 to USD100.6 billion in 2023, at a CAGR of 7.3%, which is expected to grow to USD116.2 billion in 2028. Considering our deep understanding of the mobile game, the experience that we gained from our mobile game operator customer, and our involvement in the advertisement process, our management determined that we have the abilities to become a mobile game operator to capturing the mobile game market. Our management will establish relationship with the developer and identify potential quality mobile game. Our management also believes that our game advertising can definitely complement the mobile game operation in obtaining more profitability and achieving a synergistic effect. As of the date of this prospectus, we have not identified any potential mobile game and established relationship with publisher.
We have also begun exploring the use of AI technologies to enhance certain aspects of our business workflow and support future business development, although such initiatives remain at an early stage.
Intellectual Property
The Company is the registrant of the domain: https://ctrl-media.com. The Company typically retains temporary (usually three-months) proprietary rights over any video productions created by its independent contractors.
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Employees
As of September 30, 2025, we had 26 employees, respectively. All of our employees are stationed in Hong Kong. The following table sets forth a breakdown of the number of employees by job functions:
| Function | As of September 30, 2025 | |||
| Directors | 5 | |||
| Management | 2 | |||
| Project execution | 15 | |||
| Accounting and administration | 4 | |||
| Total | 26 | |||
For the years ended March 31, 2025 and 2024, there was no strike or labor dispute with our employees staff and we believe the relationships with the employees and work environment are generally positive. We along with our subsidiaries regularly assess the job performance of our staff and we believe that our remuneration policy helps us attract and retain our staff. We determine our employees’ remuneration based on a number of factors, including their duties, position, experience, qualifications and contributions to our subsidiaries.
Legal Proceedings
We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. As of the date hereof, neither we nor any of our subsidiaries is a party to any pending legal proceedings, nor are we aware of any such proceedings threatened against us or our subsidiaries.
Real Property
As of the date of this prospectus, we do not own any real property. We have entered into a lease agreement with an independent third party, the details of which are set out below.
| Address | Gross Floor
Area |
Use of the Property |
Lease Term | |||
| Unit F, 12/F, Kaiser Estate Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong |
approximately 420 square meters | Office | July 16, 2025 - July 15, 2027 |
See “Material Agreements and Form Agreements - Rent Sharing Agreement” above for additional details regarding the rent sharing arrangement.
Our Corporate History and Structure
TJGC Group or the Company is a business company with limited liability, incorporated in the BVI on May 13, 2022. It holds 100% of the outstanding equity in the Operating Subsidiaries companies, each of which is organized under the laws of Hong Kong.
On March 20, 2023, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares with no par value.
On February 27, 2024, the Company effected a forward share split of its outstanding Ordinary Shares at a ratio of 1:1300, resulting in 13,000,000 Ordinary Shares issued and outstanding after the share split. All shares and per share amounts used in this prospectus and in the accompanying audited condensed consolidated financial statements have been retroactively adjusted to reflect this share split.
On January 23, 2025, the Company closed its IPO of 2,000,000 ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MCTR” on January 22, 2025.
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On January 24, 2025, R.F. Lafferty & Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025.
As of the date of this prospectus, the Company has four (4) direct wholly-owned subsidiaries.
CTRL Media is a limited company incorporated on June 6, 2014. We also formed our new two wholly-owned subsidiaries, CTRL Games Limited and CTRL Solutions Limited, on December 16, 2024. We conduct all of our operations through our Operating Subsidiaries.
CTRL Media is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. Through CTRL Media, the Company is s engaging in the one-stop advertising services to customers in Hong Kong.
In 2025, we have started to explore new business opportunities through our newly-formed subsidiaries, CTRL Solutions and CTRL Games.
CTRL Solutions is and will be principally engaged in advertising consulting services. On February 14, 2025, CTRL Solutions entered into five (5) agreements with the same exhibition service provider, including four (4) Cooperative Agreements that amount to the total value of HK$15,292,500, and one (1) Exhibition Events Joint Investment Agreement having the value of HK$6,250,000. Pursuant to the Cooperative Agreements, the exhibition partner is scheduled to coordinate and organize four exhibitions in the year ending March 31, 2026. We believe that collaboration with exhibition partners would result in better marketing capabilities, such as attracting more visitors and media coverage; however, we anticipate incurring net losses at the beginning of this process.
CTRL Games will be principally engaged in game publishing. On March 7, 2025, CTRL Games entered into a game development agreement with Esport Games Limited, a service provider, to develop mobile games platform which amounted to US$2.1 million. We hope to become a mobile game operator after the game is successfully developed; however, there is no guarantee that the Company will develop a game which works and/or will be successful.
Tongjiang Group will be principally engaged in high-value-added consulting and international trade, services to diversify the Company’s business portfolio and enhance its comprehensive service capabilities. The Company expects to expand into emerging markets (such as mainland China, Southeast Asia, and the Middle East) through internet technology services, internet sales and international trade, creating new growth areas for the Company.
On November 11, 2025, we changed the name of the Company from “CTRL Group Limited” to “TJGC Group Limited”.
The following diagram illustrates our corporate structure as of the date of this prospectus.
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Our Reorganization
On January 6, 2023, the Company consummated a series of transactions with shareholders of CTRL Media (the “Reorganization”), resulting in the Company becoming the sole owner and holding company of CTRL Media.
On January 6, 2023, Mr. Shum Tsz Cheung, as the legal and beneficial owner of 10,200 shares of CTRL Media (representing approximately 51% of the aggregate outstanding shares of CTRL Media), transferred 10,200 shares of CTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Shum is the holder and beneficial owner of 51% of the outstanding Shares of the Company.
Also on January 6, 2023, Mr. Lam Kai Kwan, as the legal and beneficial owner of 7,600 shares of CTRL Media (representing 38% of the aggregate outstanding shares of CTRL Media), transferred 7,600 shares of CTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Lam is the holder and beneficial owner of 38% of the outstanding Shares of the Company.
Also on January 6, 2023, Mr. Siu Chun Pong, as the legal and beneficial owner of 2,200 shares of CTRL Media (representing 11% of the aggregate outstanding shares of CTRL Media), transferred 2,200 shares of CTRL Media to the Company for cash consideration of HK$1 (One Hong Kong Dollar). Mr. Siu is the holder and beneficial owner of 11% of the aggregate outstanding Shares of the Company.
Upon the completion of Reorganization detailed above, CTRL Media became the wholly-owned direct subsidiary of the Company effective January 6, 2023.
Corporate Information
Our principal executive offices are located at Unit F, 12/F, Kaiser Estate, Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong, and our phone number is +852-3107-4887. We maintain a corporate website at: www.ctrl-media.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.
REGULATION
We are a BVI holding company with three wholly-owned operating subsidiaries as of the date of this prospectus. Our Operating Subsidiaries provide a one-stop advertising service provider in Hong Kong. Below sets out a summary of material aspects of the Hong Kong legal and regulatory environment in which our operating subsidiary operates and conducts its business.
Regulations Related to our Business Operation in Hong Kong
CTRL Media is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market.
Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business. As this is a summary, it does not contain detailed analysis of the Hong Kong laws which are relevant to our business.
Regulations related to business registration
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)
The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for 1 year.
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Regulations related to employment and labor protection
Employment Ordinance (Chapter 57 of the Laws of Hong Kong)
The Employment Ordinance (the “EO”) is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.
Under the EO, the wage period in respect of which wages are payable under a contract of employment shall be deemed to be 1 month, until the contrary is proved. Wages shall become due on the expiry of the last day of the wage period and shall be paid as soon as is practicable but in any case not later than 7 days thereafter. In the case where wages are not paid within 7 days after which they become due and payable, interest will be imposed at a rate fixed by the Chief Justice in the Hong Kong Special Administrative Region Gazette under Section 50 of the District Court Ordinance (Chapter 336).
Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)
The Employees’ Compensation Ordinance (the “ECO”) is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.
Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity or dies arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.
As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HK$100,000,000 per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.
Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)
The Mandatory Provident Fund Schemes Ordinance (the “MPFSO”) is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes (the “MPF Schemes”). The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme.
An employer who, without reasonable excuse, fails to comply with the requirement imposed on employers in relation to arrange for its employees to become scheme members, commits an offence and is liable on conviction to a fine of $350,000 and to imprisonment for 3 years, and to a daily penalty of $500 for each day on which the offence is continued.
An employer who, without reasonable excuse, fails to comply with the requirements in relation to making mandatory contributions to the MPF Scheme commits a criminal offence and is liable on conviction to a maximum fine of HK$50,000 and imprisonment for six months on the first conviction and maximum fine of HK$100,000 and imprisonment for one year on each subsequent conviction.
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Regulations related to Hong Kong taxation
Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)
Under the Inland Revenue Ordinance (the “IRO”), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.
Tax on dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.
Capital gains and profit tax
The IRO provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong at the standard rate, which stood at 8.25% on assessable profits up to $2,000,000 and 16.5% on any part of assessable profits over $2,000,000 for corporate taxpayers as of the date of this prospectus. The IRO also contains detailed provisions relating to, among other things, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciations of capital assets.
No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.
Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)
Under the Stamp Duty Ordinance, the Hong Kong stamp duty currently charged at the ad valorem rate of 0.13% (commencing from 1 August 2021) on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.
Estate duty
Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.
Regulations related to anti-competition
Competition Ordinance (Chapter 619 of the Laws of Hong Kong)
The Competition Ordinance that commenced full operation on December 14, 2015 (i) prohibits conduct that prevents, restricts or distorts competition in Hong Kong; (ii) prohibits mergers that substantially lessen competition in Hong Kong; and (iii) provides for incidental and connected matter.
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The “First Conduct Rule” prohibits anti-competitive agreements, practices and decisions. It provides that an undertaking must not (i) make or give effect to an agreement; (ii) engage in a concerted practice; or (iii) as a member of an association of undertakings, make or give effect to a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong. Serious anti-competitive conduct includes (i) fixing, maintaining, increasing or controlling the price for the supply of goods or services; (ii) allocating sales, territories, customers or markets for the production or supply of goods or services; (iii) fixing, maintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; and (iv) bid-rigging.
The “Second Conduct Rule” prohibits the abuse of market power. It provides that an undertaking that has a substantial degree of market power in a market must not abuse such power by engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong. This conduct may in particular, constitute an abuse of such market power if it involves predatory behavior towards competitors or limiting production, markets or technical development to the prejudice of consumers. Matters that may be taken into consideration when determining whether an undertaking has a substantial degree of market power in a market include (i) the market share of the undertaking; (ii) the undertaking’s power to make pricing and other decisions; (iii) any barriers to entry to competitors into the relevant market; and (iv) any other relevant matters specified in the guidelines issued in accordance with the Competition Ordinance.
The First Conduct Rule and the Second Conduct Rule apply to all sectors of the Hong Kong economy, including marketing and advertising services providers. Therefore, our business is subject to Competition Ordinance generally.
In the event of contravention of a competition rule, the Competition Tribunal may (i) on application by the Competition Commission, impose pecuniary penalty of any amount it considers appropriate subject to a maximum of 10% of the turnover of the undertaking concerned for each year in which the contravention occurred for each single contravention (if the contravention occurred in more than three years, 10% of the turnover of the undertaking for the three years that saw the highest, second highest and third highest turnover); (ii) on application by the Competition Commission, make an order disqualifying a person from being a director of a company or from otherwise being concerned in the affairs of a company; (iii) make orders it considers appropriate, including but not limited to prohibiting an entity from making or giving effect to an agreement, requiring modification or termination of an agreement, requiring payment of damages to a person who has suffered loss or damage as a result of the contravention.
Laws in Relation to Intellectual Property Rights
Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)
The Copyright Ordinance currently in force in Hong Kong came into effect on June 27, 1997. The Copyright Ordinance as reviewed and revised from time to time provides comprehensive protection for recognized categories of literary, dramatic, musical and artistic works, as well as for sound recordings, films, television broadcasts and cable programs.
In the course of preparing interior design proposals, we may create original artistic works (such as drawings) or literary works (such as text) or videos that qualify for copyright protection without registration. Infringement of copyright is civilly actionable.
Regulations related to anti-money laundering and counter-terrorist financing
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)
The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (the “AMLO”) imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.
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Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)
The Drug Trafficking (Recovery of Proceeds) Ordinance (the “DTROP”) contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities. It is an offence under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offence under the DTROP.
Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong)
The Organized and Serious Crimes Ordinance (the “OSCO”) empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offences. The OSCO extends the money laundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.
United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong)
The United Nations (Anti-Terrorism Measures) Ordinance (the “UNATMO”), provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.
Regulations Relating to Cybersecurity and Data Security
According to the Cybersecurity Law of the PRC (the “Cybersecurity Law”) which was promulgated by the Standing Committee of the National People’s Congress of the PRC (the “SCNPC”) on November 7, 2016 and came into effect on June 1, 2017, network operators shall take all necessary measures in accordance with applicable laws, regulations and compulsory national requirements to safeguard the safe and stable operation of networks, respond to cybersecurity incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. The Cybersecurity Law also stipulates that the China adopts classified system for cybersecurity protection, under which network operators are required to fulfil relevant obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and to prevent network data from being disclosed, stolen or tampered.
On September 22, 2020, the Ministry of Public Security issued the Guiding Opinions on Implementing the Cyber Security Protection System and Critical Information Infrastructure Security Protection System to further improve the national cyber security prevention and control system. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) and several other government authorities published the Revised Cybersecurity Review Measures, which came into effect on February 15, 2022 and replaced the previous version. Pursuant to these measures, the purchase of network products and services by a critical information infrastructure operator or the data processing activities of a network platform operator that affect or may affect national security will be subject to a cybersecurity review. In addition, network platform operators with personal information of over one million users shall be subject to cybersecurity review before listing in foreign countries. The competent governmental authorities may also initiate a cybersecurity review against the operators if the authorities believe that the network product or service or data processing activities of such operators affect or may affect national security. Article 10 of the Revised Cybersecurity Review Measures also sets out certain general factors which would be the focus in assessing the national security risk during a cybersecurity review, including (i) risks of critical information infrastructure being illegally controlled or subject to interference or destruction; (ii) the harm caused by the disruption of the supply of the product or service to the business continuity of critical information infrastructure; (iii) the security, openness, transparency and diversity of sources of the product or service, the reliability of supply channels, and risks of supply disruption due to political, diplomatic, trade and other factors; (iv) compliance with PRC laws, administrative regulations and departmental rules by the provider of the product or service; (v) the risk of core data, important data or a large amount of personal information being stolen, leaked, damaged, illegally used, or illegally transmitted overseas; (vi) the risk that critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, and maliciously used by foreign governments for a listing, as well as network information security risks; and (vii) other factors that may endanger the security of critical information infrastructure, cybersecurity and data security.
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On July 30, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructures, which took effect on September 1, 2021 and provide that “critical information infrastructures” refer to any important network facilities or information systems of important industries or fields such as public communication and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science, and any other important network facilities or information systems which may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage. In addition, relevant administration departments of each critical industry and sector, or Protection Departments, shall be responsible to formulate eligibility criteria and determine the critical information infrastructure operator in the respective industry or field. The operators shall be informed about the final determination as to whether they are categorized as critical information infrastructure operators. The regulations further require critical information infrastructures operators, among others, (i) to report to the competent Protection Departments in a timely manner when the identification result may be affected due to material changes in the critical information infrastructures; (ii) to plan, construct or put into use the security protection measures and the critical information infrastructures simultaneously; and (iii) to report to the competent Protection Departments in a timely manner in the event of merger division or dissolution, and deal with critical information infrastructures as required by the competent Protection Departments. Operators in violation of the regulations may be ordered to rectify, subject to warnings, fines and other administrative penalties or even criminal liabilities, and the directly responsible personnel in charge may also be imposed on fines or other liabilities.
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC (the “Data Security Law”), with effect from September 1, 2021. The Data Security Law establishes a data classification and hierarchical protection system depending on the importance of the data in economic and social development, and the damage caused to national security, public interests, or the legitimate rights and interests of individuals and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used. Under the Data Security Law, critical information infrastructure operators shall be subject to the Cybersecurity Law in connection with the cross-border transfer of important data collected and generated through their operations in China; and the cross-border transfer of important data collected and generated by other data processors shall be subject to the administrative measures adopted by the CAC in conjunction with other competent departments.
On July 7, 2022, the CAC promulgated the Security Assessment Measures for Cross-border Data Transfers with effect from September 1, 2022, a data processor shall declare security assessment for its outbound data transfer if: (i)where a data processor provides critical data abroad;(ii) where a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) where a data processor has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total abroad since January 1 of the previous year; and (iv) any other circumstances prescribed by the CAC.
On November 14, 2021, the CAC released the Regulations for the Administration of Network Data Security (Draft for Comments) (the “Draft Network Data Security Regulations”). The Draft Internet Data Security Regulations cover a wide range of internet data security issues, including the supervision and management of data security in the PRC, and apply to situations using networks to carry out data processing activities. The Draft Network Data Security Regulations set out general guidelines covering subjects including protection of personal information, security of important data, security management of cross-border data transmission, obligations of internet platform operators, supervision and management, and legal liabilities of internet data security. The Draft Network Data Security Regulations also require a data processor to apply to the CAC for cybersecurity review if it processes the personal information of more than one million individuals and goes listing in foreign countries. As of the date of this prospectus, the Draft Network Data Security Regulations were released for public comment only, and the provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.
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MANAGEMENT
Set forth below is information concerning our directors, executive officers and other key employees.
| Name | Age | Position(s) | ||
| Bin Guo | 58 | Chief Executive Officer and Director | ||
| Juan Yang | 40 | Chief Financial Officer and Director | ||
| Yi Wu | 40 | Independent Director | ||
| Ka Man Chan | 45 | Independent Director | ||
| Ho Yin Lai | 47 | Independent Director |
The following is a brief biography of each of our executive officers and directors:
Executive Officers:
Ms. Bin Guo was appointed as the Company’s Chief Executive Officer and director on October 31, 2025. Ms. Guo has over 20 years of experience in financial management and economic regulations. She has served as the Administrative Manager of Shenzhen Huosu Qiliang Network Technology Co., Ltd since August 2023, where she has refined corporate administrative systems, managed budgets and overseen procurement operations. From September 2018 to December 2022, Ms. Guo served as Operations Director of IPFS Data Shenzhen Star Storage Company, in which she was also a key investor, where she oversaw the development of management systems. Ms. Guo holds a bachelor’s degree from Guangxi Radio and TV University, China.
Ms. Juan Yang was appointed as the Company’s Chief Financial Officer and a director on August 1, 2025. She has served as the Chief Executive Officer of Yiji Incubation Group Co., Limited. since April 2021. She was the Chief Executive Officer of Xiamen Furun Wanjia Biotechnology Co., Ltd. from December 2019 to April 2021. Ms. Yang graduated from Guizhou University in 2006 with a Bachelor of Tourism Management. She brings extensive experience in business management and is dedicated to integrating cutting-edge academic theories with the practical needs of local enterprises to drive innovation and high-quality development.
Directors:
Mr. Yi Wu was appointed as the Company’s director on October 31, 2025. Mr. Wu’s experience lends to the professionalism of a seasoned executive with the innovative mindset of an entrepreneur. Mr. Wu is the Founder and General Manager of Xiamen Wuyu Trading Co., Ltd., since November 2022. Between March 2020 and August 2022, he served as the General Manager of Xiamen Leshuo Trading Co., Ltd. where he led the strategic planning initiatives, set sales targets and expanded distribution networks. Mr. Wu served as the Administrative Manager of Xiamen Pulekang Biotechnology Co., Ltd, from April 2017 to May 2018 where he supported senior leadership in decision making and optimized company policies and procedures. Mr. Wu holds a bachelor’s degree in business administration in corporate management from Xiamen University, China.
Ms. Ka Man Chan (Carmen) is our independent director and the chairman of the audit committee. Ms. Chan is an experienced accounting professional with experience with certified public accounting firms and in private practice. From August 2021 to the present, Ms. Chane has served as Chief Financial Officer of ML Interactive Limited, a game and software development company. Previously, she served as Chief Financial Officer from October 2019 to February 2021 of Impact Entertainment (International) Limited, a concert organization and production company, where she also served as a financial consultant in 2019. From April 2019 through September 2019, she served as project leader of Big Success Consulting Ltd, a consulting firm. Ms. Chan served as a senior manager in the audit and assurance department of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Shenzhen Branch, from September 2006 to February 2019. She served as Senior Accountant III in Audit & Assurance Department of Deloitte Touche Tohmatsu from September 2001 through August 2006. Ms. Chan graduated from Hong Kong Baptist University in 2001 with Bachelor of Business Administration with honors and certification as a public accountant from the Hong Kong Institute of Certified Public Accountants in 2012. We believe Ms. Chan is qualified to serve as a Director in light of her extensive experience as a certified public accountant, financial consultant and accounting professional.
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Mr. Ho Yin Lai is our independent director and the chairman of the compensation committee. He has been an agency manager from March 2016 through the present with FTLife Insurance Company Limited, a Bermuda company offering medical and life insurance throughout Hong Long. From January 2022 through the present, Mr. Lai has been a Master Trainer with Dynamix Coaching and Consulting, a Hong Kong-based personal growth educational and social organization. Mr. Lai has worked in the digital entertainment industry as a professional game designer since 2000. He is an expert in designing interactive and online games and his work is well known in Hong Kong and throughout southeast Asia. He is a founding member of the Hong Kong Game Industry Association, an executive committee member of the Hong Kong Game Developer Association and director of the Hong Kong Block Chain Game Association. He also was the chief editor of PC Game Weekly, Online Game Weekly in 1999. We believe Mr. Lai is qualified to serve as a Director in light of his significant experience as professional online game designer with what we believe is a recognizable presence in Hong Kong and throughout southeast Asia.
Director Term
Pursuant to our articles of association as amended, the minimum number of directors shall consist of not less than one person unless otherwise determined by the shareholders in a general meeting. Unless removed or re-appointed, each director shall be appointed for a term expiring at the next-following annual general meeting, if any is held. At any annual general meeting held, our directors will be elected by a majority vote of shareholders eligible to vote at that meeting. At each annual general meeting, each director so elected shall hold office until the annual general meeting following their appointment, unless they are removed prior to such meeting.
Family Relationships
None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.
Board of Directors
Our board of directors consist of five directors, three of whom are “independent” as defined by the rules of the SEC and Nasdaq.
Duties of Directors
Under BVI law, our directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly and in good faith and in what the director believes to be in our best interests. Our directors also have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances when exercising powers or performing duties as a director. In fulfilling their duty of care to us, our directors must ensure compliance with our company Memorandum and Articles of Association (as may be amended from time to time) We have the right to seek damages if a duty owed by our directors is breached.
A director must exercise his powers as a director for a proper purpose and must not act, or agree to us acting, in a manner that contravenes the BCA or the Memorandum and Articles of Association . When exercising his powers or performing his duties as a director, a director is entitled to rely upon the register of members and upon books, records, financial statements and other information prepared or supplied, and on professional or expert advice given to him. However, such reliance is subject to the director acting in good faith, making proper enquiry where indicated by the circumstances and having no knowledge that reliance on the matter is not warranted. Under the BCA, our directors have all the powers necessary for managing, and for directing and supervising, our business and affairs, including but not limited to exercising the borrowing powers of the company and mortgaging the property of the company, as well as executing checks, promissory notes and other negotiable instruments on behalf of the company.
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Interested Transactions
A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.
Remuneration and Borrowing
The directors may receive such remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.
Terms of Directors and Executive Officers
Each of our directors holds office for the term, if any, fixed by the resolution of shareholders or the resolution of directors which appointed them or until their earlier, death, resignation or removal. A director may be appointed by a resolution of shareholders or a resolution of directors. A director may be removed from office:
| (a) | with or without cause, by a resolution of shareholders passed by at least 75% of the votes of shareholders entitled to vote; or |
| (b) | with cause, by a resolution of directors passed at a meeting of directors. |
Qualification
There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.
Committees of the Board of Directors
We have established an audit committee, a compensation committee and a nominating and governance committee. Each of the committees of the board of directors has the composition and responsibilities described below.
Audit Committee
Each of Ms. Chan, Mr. Wu, and Mr. Lai are members of our Audit Committee, where Ms. Chan serves as the chair. All proposed members of our Audit Committee satisfy the independence standards promulgated by the SEC and by Nasdaq as such standards apply specifically to members of audit committees.
We have adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:
| ● | evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor; |
| ● | approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor; |
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| ● | monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law; |
| ● | reviews the financial statements to be included in our prospectus on Form 20-F and Quarterly Reports on Form 6-K and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements; |
| ● | oversees all aspects our systems of internal accounting control and corporate governance functions on behalf of the board of directors; |
| ● | reviews and approves in advance any proposed related-party transactions and report to the full board of directors on any approved transactions; and |
| ● | provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board of directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the board of directors regarding corporate governance issues and policy decisions. |
The Audit Committee has determined that Ms. Chan possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC.
Compensation Committee
Each of Ms. Chan, Mr. Wu, and Mr. Lai are members of our Compensation Committee and Mr. Lai serves as the chair. All members of our Compensation Committee are qualified as independent under the current definition promulgated by Nasdaq. The board of directors has adopted and approved a charter for the Compensation Committee. In accordance with the Compensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to the board of directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.
Nominating and Governance Committee
Each of Ms. Chan, Mr. Wu, and Mr. Lai are the members of our Nominating and Governance Committee where Mr. Ip serves as the chair. All members of our Nominating and Governance Committee are qualified as independent under the current definition promulgated by Nasdaq. The board of directors has adopted and approved a charter for the Nominating and Governance Committee. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate Governance Committee shall be responsible for identity and propose new potential director nominees to the board of directors for consideration and review our corporate governance policies.
Code of Conduct and Ethics
We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and Nasdaq rules.
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EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to compensation for the years ended March 31, 2025 and 2024 earned by or paid to our principal executive officer, our principal financial officer, and our other most highly compensated executive officers (the “named executive officers”).
| Name and Principal Position | 2024 | 2025 | ||||||
| (HK$) | (HK$) | |||||||
| Lau Chi Fung Chief Executive Officer (1) | 775,500 | 2,978,350 | ||||||
| Juan Yang Chief Financial Officer (2) | - | - | ||||||
| (1) | Effective as of October 31, 2025, Mr. Lau Chi Fung resigned as Chief Executive Officer. |
| (2) | Effective August 1, 2025, Ms. Juan Yang was appointed as Chief Financial Officer. |
Employment Agreements
Former CEO Employment Agreement
On February 1, 2023, we entered into an employment agreement with Lau Chi Fung, our Chief Executive Officer (the “CEO Employment Agreement”). Pursuant to the CEO Employment Agreement, the Company shall pay to Mr. Lau a monthly base salary of HK$600,000, payable by 12 equal installments of HK$50,000 per month equivalent to $6,417.30 per month (the “Service Fees”). In addition to Service Fees, Mr. Lau is entitled to receive entitled to a housing allowance of HK$42,000 per month and an annual bonus, subject to annual approval of independent directors of the Company, based on his performance.
On July 18, 2025, the Board approved to increase the base salary to Mr. Lau, to US$23,000 per month, effective February 1, 2025. In addition, the Board approved grating an annual bonus to Mr. Lau in the amount of $250,000.
On August 12, 2025, the Company and Mr. Lau entered into Amendment #1 to the CEO Employment Agreement, to reflect the increased salary in the amount of $23,000 per month, effective February 1, 2025.
The CEO Employment Agreement, as amended, may be terminated by either party with advance notice. The Company may also terminate the agreement without notice or payment in lieu in the event of willful disobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.
CEO Employment Agreement
Effective October 31, 2025 the Board appointed Ms. Bin Guo to serve as the Company’s Chief Executive Officer and as a director. The appointment of Ms. Guo as the Chief Executive Officer and as a director has no specific term and can be terminated by either Ms. Guo the Company at any time without advance notice.
In connection with her service as Chief Executive Officer and as a member of the Board, Ms. Bin Guo will be entitled to a monthly base salary of US$4,500, payable at the end of each month, and an annual bonus equal to one month’s base salary (or a pro rata portion thereof based on her length of service during the calendar year). Her employment may be terminated by either party with one month’s notice. The Company may also terminate the agreement without notice or payment in lieu in the event of willful disobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.
CFO Employment Agreement
On July 31, 2025, we entered into an employment agreement with Ms. Juan Yang (the “CFO Employment Agreement”). Pursuant to the CFO Employment Agreement, Ms. Juan is entitled to receive a monthly base salary of US$4,000, payable at the end of each month, and an annual bonus equal to one month’s base salary (or a pro rata portion thereof based on her length of service during the calendar year). The CFO Employment Agreement may be terminated by either party with one month’s notice. The Company may also terminate the agreement without notice or payment in lieu in the event of willful disobedience, misconduct, fraud, dishonesty, habitual neglect of duties, or on any other grounds permitted under common law.
Compensation of Directors:
For the fiscal year ended March 31, 2025, we paid an aggregate of HK$4,528,873 as compensation to our two (2) executive directors for their services as directors
For the fiscal year ended March 31, 2025, we also compensated each of our independent directors by payment of fees in the amount of HK$23,340.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to beneficial ownership of our Ordinary Shares as of the date of the Prospectus by:
| ● | Each person who is known by us to beneficially own more than 5% of our outstanding Ordinary Shares; |
| ● | Each of our director, director nominees and named executive officers; and |
| ● | All directors and named executive officers as a group. |
In addition, the following table assumes that the over-subscription option has not been exercised.
The number and percentage of Ordinary Shares beneficially owned before the offering are based on 15,300,000 Ordinary Shares issued and outstanding as of the date of the prospectus. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Shares beneficially owned by a person listed below and the percentage ownership of such person, Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of the prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. None of our shareholders as of the date of this prospectus is a record holder in the United States. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Shares shown as beneficially owned by them.
| Ordinary Shares Beneficially Owned Prior to this Offering | Ordinary Shares Beneficially Owned After this Offering Assuming Closing of Maximum Offering Amount(2) | |||||||||||||||
| Number | Percent | Number | Percent | |||||||||||||
| Directors and Named Executive Officers | ||||||||||||||||
| Bin Guo | 0 | - | 0 | - | ||||||||||||
| Juan Yang | 0 | - | 0 | - | ||||||||||||
| Yi Wu | 0 | - | 0 | - | ||||||||||||
| Lai Ho Yin | 0 | - | 0 | - | ||||||||||||
| Chan Ka Man | 0 | - | 0 | - | ||||||||||||
| Total Directors and Named Executive Officers as a Group | 0 | - | 0 | - | ||||||||||||
| 5% stockholders | ||||||||||||||||
| Siu Chun Pong | 1,430,000 | 9.34 | % | 1,430,000 | 6.28 | % | ||||||||||
| ALT CO LTD(1) | 4,880,000 | 31.89 | % | 4,880,000 | 21.44 | % | ||||||||||
| Lau Chi Fung | 2,860,000 | 18.69 | % | 2,860,000 | 12.57 | % | ||||||||||
| Lam Kai Kwan | 2,080,000 | 13.59 | % | 2,080,000 | 9.14 | % | ||||||||||
| (1) | ALT CO LTD, a Seychelles limited company, is wholly-owned by Mr. Shum Tsz Cheung, a former shareholder of the Company and the former majority shareholder of CTRL Media. Mr. Shum is the director of ALT CO LTD and controls the voting power of the company. The registered address of ALT CO LTD is: Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic of Seychelles. |
| (2) | Assuming 7,459,903 Ordinary Shares are sold pursuant to this offering. |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since 2015 through the present, Act Media Co. Limited, whose sole director and shareholder is our shareholder, Mr. Shum Tsz Cheung, has been a supplier of television, web banner and outdoor advertising services for the Company (mainly outdoor). The total transaction value was HK$1,415,546 (US$181,949), HK$3,934,433 and HK$5,974,873 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$573,650.
Since 2015 through the present, Act Media Co. Limited, whose sole director and shareholder is our shareholder, Mr. Shum Tsz Cheung, has been a supplier of CTRL Media mainly in providing the performance fee of our celebrities. The total transaction value was HK$23,300 (US$2,995), HK28,200 and HK$ nil for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2015 through the present, Act Media Co. Limited, whose sole director and shareholder is our shareholder, Mr. Shum Tsz Cheung, has been a customer of CTRL Media in purchasing celebrity influencer online advertising services. The total transaction value was HK$290,200 (US$37,301), HK$1,045,200 and HK$1,666,128 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK97,889.
Since 2015 through the present, Act Media Co. Limited, whose sole director and shareholder is our shareholder, Mr. Shum Tsz Cheung, has been a customer of CTRL Media in purchasing celebrity influencer services. The total transaction value was HK$33,600 (US$4,319), HK$46,000 and HK$ nil for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$3,213.
Since 2017 through the present, I am Media Limited, whose sole director and shareholder is our shareholder, Mr. Shum Tsz Cheung, has been a supplier of CTRL Media in providing advertising services (mainly outdoor). The total transaction value was HK$189,375 (US$24,342), HK$535,875 and HK$256,875 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$6,073.
Since 2017 through the present, Pump Studio Limited, whose director and sole shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a supplier of CTRL Media mainly in providing the performance fee of our celebrities. The total transaction value was HK$ nil (US$ nil), HK$ nil and HK$1,115,000 0for the years ended March 31, 2025, 2024 and 2023, respectively.
Since 2017 through the present, Pump Studio Limited, whose director and sole shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a supplier of television, web banner and outdoor advertising services. The total transaction value was HK$ nil (US$ nil), HK$17,500 and HK$ nil for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2017 through the present, Pump Studio Limited, whose director and sole shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a customer of CTRL Media in providing advertising services (mainly outdoor). The total transaction value was HK$157,850 (US$20,289), HK$165,000 and HK$643,450 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2017 through the present, Pump Studio Limited, whose director and sole shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a customer of CTRL Media in providing other services (mainly outdoor). The total transaction value was HK$ nil (US$ nil), HK$190,000 and HK$ nil for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2017 through the present, Pump Studio Limited, whose sole director and shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a consultant of CTRL Media in providing consulting services. The total transaction value was HK$ nil (US$ nil), HK$ nil and HK$196,000 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2017 through the present, Pump Studio Limited, whose sole director and shareholder is our Chief Executive Officer, Mr. Lau Chi Fung, has been a supplier of CTRL Media Limited in providing other services. The total transaction value was HK$18,467 (US$2,374) and HK$ nil and HK$ nil for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Since 2019 through the present, Ms. Leung Shuk Hing, who is the spouse of our Chief Executive Officer, Mr. Lau Chi Fung, has been an employee of CTRL Media. The total transaction value was HK$ nil (US$ nil), HK$ nil and HK$345,000 for the years ended March 31, 2025, 2024 and 2023, respectively. As the date of this prospectus, the total transaction value was HK$ nil.
Mr. Shum Tsz Chung, the Company’s majority stockholder, has provided personal guarantees for bank loans of the Company. For details, please refer to Note 9 of our Notes to Consolidated Financial Statements.
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DESCRIPTION OF SHARES
General
We are authorized to issue an unlimited number of Ordinary Shares with no par value. As of the date of this prospectus, there were 15,300,000 Ordinary Shares with no par value issued and outstanding.
Ordinary Shares
General
All of our issued shares are fully paid and are issued in registered form. There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Under the BCA, the Ordinary Shares are deemed to be issued when the name of the shareholder is entered in our register of members. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the Company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the BVI courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct the Company to pay all costs of the application and any damages the applicant may have sustained.
Dividends
The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors (if any), subject to the BCA and our Memorandum and Articles of Association.
Voting Rights
Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members in writing, each in accordance with the Memorandum and Articles of Association. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each share that such shareholder holds.
Liquidation
As permitted by the BCA and our Memorandum and Articles of Association, we may be voluntarily liquidated under Part XII of the BCA by resolution of directors and resolution of shareholders if our assets exceed our liabilities and we are able to pay our debts as they fall due. We may also be wound up in circumstances where we are insolvent in accordance with the terms of the BVI Insolvency Act, 2003 (as amended).
If we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the number of shares held by them.
General Meetings of Shareholders
Under our Memorandum and Articles of Association, a copy of the notice of any meeting of shareholders shall be given not less than 7 days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the record date set by the directors when the meeting is called. Our board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding voting shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice and presence at the meeting shall be deemed to constitute waiver for this purpose.
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At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50% of the shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the ordinary shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then the members present shall choose a shareholder to act to chair the meeting of the shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in present of by proxy shall preside as chairman, failing which the oldest individual member or member representative shall take the chair.
A corporation that is a shareholder shall be deemed for the purpose of our Memorandum and Articles of Association to be present in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.
Inspection of Books and Records
Under the BCA, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which will include the company’s certificate of incorporation, its Memorandum and Articles of Association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the company has elected to file such a register.
A member of the company is also entitled, upon giving written notice to us, to inspect (i) our Memorandum and Articles of Association, (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.
Summary of Certain Significant Provisions of the BVI Business Companies Act, 2004 (“BCA”)
The BCA differs from laws applicable to US corporations and their shareholders. Set forth below is a summary of certain significant provisions of the BCA applicable to us (save to the extent that such provisions have been, to the extent permitted under the BCA, negated or modified in our Memorandum and Articles of Association in accordance with the BCA).
Mergers, Consolidations and Similar Arrangements. The BCA provides for mergers as that expression is understood under US corporate law. Common law mergers are also permitted outside of the scope of the BCA. Under the BCA, two or more companies may either merge into one of such existing companies, or the surviving company, or consolidate with both existing companies ceasing to exist and forming a new company, or the consolidated company. The procedure for a merger or consolidation between our Company and another company (which need not be a BVI company) is set out in the BCA. The directors of the BVI company or BVI companies which are to merge or consolidate must approve a written plan of merger or consolidation which must also be authorized by a resolution of shareholders (and the outstanding shares of every class of shares that are entitled to vote on the merger or consolidation as a class if the memorandum or articles of association so provide or if the plan of merger or consolidation contains any provisions that, if contained in a proposed amendment to the memorandum or articles, would entitle the class to vote on the proposed amendment as a class) of the shareholders of the BVI company or BVI companies which are to merge. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BCA to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The BVI company must then execute articles of merger or consolidation, containing certain prescribed details. The plan and articles of merger or consolidation are then filed with the Registrar of Corporate Affairs in the BVI, or the Registrar. If the surviving company or the consolidated company is to be incorporated under the laws of a jurisdiction outside BVI, it shall file the additional instruments required under Section 174(2)(b) of the BCA. The Registrar then (if he or she is satisfied that the requirements of the BCA have been complied with) registers, in the case of a merger, the articles of merger or consolidation and any amendment to the Memorandum and Articles of Association of the surviving company and, in the case of a consolidation, the Memorandum and Articles of Association of the new consolidated company and issues a certificate of merger or consolidation (which is conclusive evidence of compliance with all requirements of the BCA in respect of the merger or consolidation). The merger or consolidation is effective on the date that the articles of merger or consolidation are registered by the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation but if the surviving company or the consolidated company is a company incorporated under the laws of a jurisdiction outside the BVI, the merger or consolidation is effective as provided by the laws of that other jurisdiction.
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As soon as a merger or consolidation becomes effective (inter alia), (a) the surviving company or consolidated company (so far as is consistent with its amended Memorandum and Articles of Association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; (b) the Memorandum and Articles of Association of any surviving company are automatically amended to the extent, if any, that changes to its amended Memorandum and Articles of Association are contained in the articles of merger; (c) assets of every description, including choses-in-action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any shareholder, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending at the time of a merger or consolidation by or against a constituent company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by the merger or consolidation, but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the shareholder, director, officer or agent thereof, as the case may be or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company but if the surviving company or the consolidated company is incorporated under the laws of a jurisdiction outside the BVI, the effect of the merger or consolidation is the same as noted foregoing except in so far as the laws of the other jurisdiction otherwise provide.
The Registrar shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companies in the case of a consolidation (save that this shall not apply to a foreign company).
If the directors determine it to be in the best interests of us, it is also possible for a merger to be approved as a court approved plan of arrangement or as a scheme of arrangement in accordance with (in each such case) the BCA. The convening of any necessary shareholders meetings and subsequently the arrangement must be authorized by the BVI court. A scheme of arrangement requires the approval of 75% of the votes of the shareholders or class of shareholders, 75% in value of the creditors or class of creditors, as the case may be. If the effect of the scheme is different in relation to different shareholders, it may be necessary for them to vote separately in relation to the scheme, with it being required to secure the requisite approval level of each separate voting group. Under a plan of arrangement, a BVI court may determine what shareholder approvals are required and the manner of obtaining the approval.
Continuation into a Jurisdiction Outside the BVI. In accordance with, and subject to, our Memorandum and Articles of Association, the Company may by resolution of Shareholders or by a resolution of the directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the BVI in the manner provided under those laws. The Company does not cease to be a BVI company unless the foreign law permits continuation and the BVI company has complied with the requirements of that foreign law. Where a company is continued under the laws of a jurisdiction outside the BVI, (a) the Company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation, (b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the Company or against any shareholder, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of the jurisdiction outside the BVI, (c) no proceedings, whether civil or criminal, pending by or against the Company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside the BVI, but the proceedings may be enforced, prosecuted, settled or compromised by or against the Company or against the shareholder, director, officer or agent thereof, as the case may be; and (d) service of process may continue to be effected on the registered agent of the Company in the BVI in respect of any claim, debt, liability or obligation of the Company during its existence as a company under the BCA.
Directors. In accordance with, and subject to, our Memorandum and Articles of Association (including, for the avoidance of any doubt, any rights or restrictions attaching to any Ordinary Shares), (a) the directors are elected by resolution of shareholders or by resolution of directors for such term as the shareholders or directors determine; (b) each director holds office until his disqualification, death, resignation or removal; (c) a director may be removed from office by resolution of directors or resolution of shareholders; (d) a director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice and a director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the BCA; and (e) a director is not required to hold Ordinary Shares as a qualification to office.
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TAXATION
Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares
The following brief description applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.
The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Share and you are, for U.S. federal income tax purposes,
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
| ● | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
Hong Kong Taxation
The taxation of income and capital gains of holders of ordinary shares is subject to the laws and practices of Hong Kong and of jurisdictions in which holders of ordinary shares are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions under Hong Kong law is based on current law and practice and is subject to changes therein and does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investment in the ordinary shares. Accordingly, each prospective investor should consult its own tax advisor regarding the tax consequences of an investment in the ordinary shares. There is no reciprocal tax treaty in effect between Hong Kong and the United States.
Profits Tax
No tax is imposed in Hong Kong in respect of capital gains from the sale of property (such as the ordinary shares).
Trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax.
As from year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
Tax on Dividends
Under Hong Kong tax laws, our Hong Kong Operating Subsidiaries are exempted from Hong Kong income tax on its foreign-derived income. In addition, payments of dividends from our Hong Kong Operating Subsidiaries to us are not subject to any withholding tax in Hong Kong. See “Dividend Policy” for further details on our dividend policy.
British Virgin Islands Taxation
Our Company and all distributions, interest and other amounts paid by our Company to persons who are not resident in the BVI are exempt from the Income Tax Ordinance in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of our Company. All instruments relating to transfers of property to or by our Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of our Company and all instruments relating to other transactions relating to the business of our Company are exempt from payment of stamp duty in the BVI provided that they do not relate to real estate in the BVI. There are currently no withholding taxes or exchange control regulations in the BVI applicable to our Company or its shareholders.
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United States Federal Income Taxation
WE URGE POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT THEIR OWN TAXADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAXCONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR ORDINARY SHARES.
The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:
| ● | banks; |
| ● | financial institutions; |
| ● | insurance companies; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | broker-dealers; |
| ● | traders that elect to mark-to-market; |
| ● | U.S. expatriates; |
| ● | tax-exempt entities; |
| ● | persons liable for alternative minimum tax; |
| ● | persons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction; |
| ● | persons that actually or constructively own 10% or more of our voting shares (including by reason of owning our Ordinary Shares); |
| ● | persons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; or |
| ● | persons holding our Ordinary Shares through partnerships or other pass-through entities. |
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Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the British Virgin Islands, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the NYSE MKT. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus.
Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will be eligible for (a) reduced tax rates of 0% (for individuals in the 10% or 15% tax brackets), (b) higher tax rates of 20% (for individuals in the 39.6% tax bracket) or (c) 15% for all other individuals. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes.
Passive Foreign Investment Company
A non-U.S. corporation is considered a PFIC for any taxable year if either:
| ● | at least 75% of its gross income is passive income; or |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
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Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raised in the IPO will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.
Based on the market price of our ordinary shares and the composition of our income and assets, including goodwill, although not clear, we do not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. This is, however, a factual determination made on an annual basis and is subject to change. If we were to be classified as a PFIC in any taxable year, (i) U.S. Holders would generally be required to treat any gain on sales of our shares held by them as ordinary income and to pay an interest charge on the value of the deferral of their United States federal income tax attributable to such gain; and (ii) distributions paid by us to our U.S. Holders could also be subject to an interest charge. In addition, we would not provide information to our U.S. Holders that would enable them to make a “qualified electing fund” election under which, generally, in lieu of the foregoing treatment, our earnings would be currently included in their United States federal taxable income.
If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.
If we are a PFIC for any taxable year during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares; |
| ● | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and |
| ● | the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for the first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of your taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “- Taxation of Dividends and Other Distributions on our Ordinary Shares” generally would not apply.
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The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq. If the Ordinary Shares are regularly traded on the Nasdaq and if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.
If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.
Shareholders and prospective shareholders are urged to consult their tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.
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PLAN OF DISTRIBUTION
We engaged Eddid Securities USA Inc. to act as our exclusive placement agent to solicit offers to purchase the Ordinary Shares offered by this prospectus on a best-efforts basis, subject to the terms and conditions of the placement agency agreement dated [●], 2026. The Placement Agent is not purchasing or selling any of the Ordinary Shares offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of Ordinary Shares, but has agreed to use its best efforts to arrange for the sale of the Ordinary Shares offered hereby. Therefore, we may not sell the entire amount of Ordinary Shares offered pursuant to this prospectus. The placement agent may engage one or more sub-placement agents or selected dealers to assist with the offering. We may enter into a securities purchase agreement directly with certain investors, at the investor’s option, who purchase our Ordinary Shares in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus and the documents incorporated by reference herein in connection with the purchase of our Ordinary Shares s in this offering.
In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the investors which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The representations, warranties and covenants in the securities purchase agreements will usually include:
| ● | standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and |
| ● | covenants regarding matters such as no integration with other offerings, Exchange Act filings to disclose entering into these securities purchase agreements, no shareholder rights plans, no material nonpublic information, use of proceeds, indemnification of investors, and reservation and listing of Ordinary Shares. |
We will deliver the Ordinary Shares being issued to the investors upon receipt of such investor’s funds for the purchase of the Ordinary Shares offered pursuant to this prospectus upon closing. We expect this offering to be completed not later than [●] days following the commencement of this offering. We expect to deliver the Ordinary Shares being offered pursuant to this prospectus on or about [●], 2026.
Fees and Expenses
The following table shows the public offering price per Ordinary Shares, placement agent fees payable by us, and proceeds before expenses to us:
| Per Ordinary Share | Total | |||||||
| Public offering price | $ | $ | ||||||
| Placement agent fees | $ | $ | ||||||
| Proceeds to us, before expenses(1) | $ | $ | ||||||
| (1) | We have agreed to pay the placement agent a total cash fee equal to six percent (6%) of the aggregate gross proceeds raised in the offering. We will also pay the placement agent for expenses of up to $100,000. |
Because there is no minimum offering amount required as a condition to closing in this offering, the actual aggregate cash placement fee, if any, is not presently determinable and may be substantially less than the maximum amount set forth above. After deducting the placement agent fees and our estimated offering expenses, we expect the net proceeds from this offering to be approximately $5,315,772, assuming the purchase of all of the Ordinary Shares we are offering at an assumed public offering price of $0.8043 per share.
Determination of Offering Price
The public offering price of Ordinary Shares that we are offering was negotiated between us and the investors, in consultation with the placement agent based on the trading of our Ordinary Shares prior to this offering, among other things. Other factors considered in determining the public offering prices of the Ordinary Shares include the history and prospects of our Company, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.
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Lock-up Provisions
Each of our officers, directors and holders of 10% or more of Ordinary Shares as of the effective date of the registration statement of which this prospectus is a part has agreed with the placement agent to be subject to a lock-up period of 30 days following the date of closing of the offering pursuant to this prospectus. During such lock-up period, these persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, subject to customary exceptions. The placement agent may, in its sole discretion and without notice, waive the terms of any of these lock-up provisions.
Listing
Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “TJGC.”
Indemnification
We have agreed to indemnify the placement agent against certain liabilities, including certain liabilities arising under the Securities Act and liabilities arising from breaches of representations and warranties contained in the placement agency agreement. We have also agreed to contribute to payments that the placement agent may be required to make for these liabilities.
In addition, we will indemnify the investors of Ordinary Shares in this offering against liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by us in the Securities purchase agreement or related documents or (ii) any action instituted against an investor by a third party (other than a third party who is affiliated with such investor) with respect to the securities purchase agreement or related documents and the transactions contemplated thereby, subject to certain exceptions.
Regulation M
The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the sale of our securities offered hereby by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The placement agent will be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.
Other Relationships
The placement agent and its affiliates may in the future engage in investment banking transactions and other commercial dealings in the ordinary course of business with us or our affiliates. The placement agent may in the future receive customary fees and commissions for these transactions. However, except as disclosed in this prospectus or in our SEC filings, we have no present arrangements with the placement agent for any further services.
Electronic Distribution
A prospectus in electronic format may be made available on the internet sites or through other online services maintained by the placement agent, or by its affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than the prospectus in electronic format, the information on the placement agent’s website is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent in its capacity as a placement agent and should not be relied upon by investors.
Offers Outside the United States
Other than in the United States, no action has been taken by us or the placement agent that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
The foregoing does not purport to be a complete statement of the terms and conditions of the placement agency agreement or the securities purchase agreement, copies of which are attached to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”
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EXPENSES RELATED TO THIS OFFERING
Set forth below is an itemization of the total expenses, excluding Placement Agent fees, that we expect to incur in connection with this Offering. With the exception of the SEC registration fee, the FINRA filing fee and the NASDAQ Capital Market listing fee, all amounts are estimates.
| US$ | ||||
| Securities and Exchange Commission Registration Fee | $ | 829 | ||
| FINRA Filing Fee | $ | 1,400 | ||
| Printing and Engraving Expenses | $ | 9,394 | ||
| Legal Fees and Expenses | $ | 144,368 | ||
| Accounting Fee and Expenses | $ | 58,775 | ||
| Financial Advisory Expenses | $ | 5,784 | ||
| Miscellaneous Expenses | $ | 3,678 | ||
| Total Expenses(1) | $ | 224,228 | ||
LEGAL MATTERS
The validity of certain legal matters in connection with this offering as to BVI law will be passed upon for us by Ogier, our counsel as to BVI law. Certain legal matters as to United States Federal and New York State law in connection with this offering will be passed upon for us by Lucosky Brookman LLP. Legal matters as to Hong Kong law will be passed upon for us by Long An & Lam LLP. The Placement Agent is being represented by Sichenzia Ross Ference Carmel LLP with respect to certain legal matters as to United States federal securities and New York State law.
EXPERTS
The consolidated financial statements for the years ended March 31, 2025 and 2024 included in this prospectus have been so included in reliance on the report of Kreit & Chiu CPA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of Kreit & Chiu CPA is located at 733 Third Avenue, Floor 16, #1014, New York, NY 10017.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules, under the Securities Act with respect to the Ordinary Shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and our securities.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at www.ctrl-media.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.
As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act” was signed into law on December 18, 2025, will require directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors and officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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TJGC GROUP LIMITED (FORMLY KNOWN AS CTRL GROUP LIMITED)
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
TJGC Group Limited (formerly known as Ctrl Group Limited)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CTRL Group Limited and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, and the related consolidated statements of Operations changes in shareholders’ equity, and cash flows for each of the years in the period ended March 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the year in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matters
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant losses from operations of approximately HKD 26.8 million for the year end March 31, 2025 and has accumulated deficit of HKD 24.2 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Kreit & Chiu CPA LLP
We have served as the Company’s auditor since 2022.
Los Angeles, California
August 14, 2025
PCAOB Firm ID: 6651
F-2
TJGC Group Limited (formerly known as Ctrl Group Limited) and Subsidiaries
Consolidated Balance Sheets
As of March 31, 2025 and 2024
| At March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and Cash Equivalents | ||||||||||||
| Accounts receivable | ||||||||||||
| Amounts due from a related party | ||||||||||||
| Deposits, prepayments and other receivables | ||||||||||||
| Income tax recoverable | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and Equipment | ||||||||||||
| Prepayment | ||||||||||||
| Right-of-use assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Amounts due to related parties | ||||||||||||
| Amount due to a shareholder | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Accruals and other payables | ||||||||||||
| Bank borrowing | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Bank borrowing | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Additional Paid-in Capital | ||||||||||||
| Accumulated other comprehensive income/loss | ( | ) | ( | ) | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
TJGC Group Limited (formerly known as Ctrl Group Limited) and Subsidiaries
Consolidated Statements of Operations
For the Years Ended March 31, 2025 and 2024
| For the years ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Revenue | ||||||||||||
| Cost of services | ( | ) | ( | ) | ( | ) | ||||||
| Gross Profit | ||||||||||||
| Operating Expenses | ||||||||||||
| General and Administrative expense | ( | ) | ( | ) | ( | ) | ||||||
| Impairment loss of prepayment | ( | ) | ( | ) | ||||||||
| Income from operation | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Other income, net | ||||||||||||
| Other gain (loss) | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Total other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||
| Profit before tax | ( | ) | ( | ) | ||||||||
| Income tax | ( | ) | ( | ) | ( | ) | ||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive income/loss | ( | ) | ( | ) | ||||||||
| Total comprehensive income | ( | ) | ( | ) | ||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||
| Earnings (Loss) per share – basic and diluted | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
TJGC Group Limited (formerly known as Ctrl Group Limited) and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended March 31, 2025 and 2024
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated other comprehensive income/loss | Retained Earnings | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at March 31, 2023 | ||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Dividend | — | ( | ) | ( | ) | |||||||||||||||||||
| Translation reserve | — | |||||||||||||||||||||||
| Balance at March 31, 2024 | ||||||||||||||||||||||||
| Proceeds from the IPO | ||||||||||||||||||||||||
| Deferred IPO cost | — | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Accumulated other comprehensive income/loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
TJGC Group Limited (formerly known as Ctrl Group Limited) and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended March 31, 2025 and 2024
| For the years ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Deferred income tax | ( | ) | ( | ) | ( | ) | ||||||
| Bad Debt Expenses | ||||||||||||
| Impairment loss on trade receivables | ||||||||||||
| Impairment loss on prepayment | ||||||||||||
| Operating cash flows before movements in working capital | ( | ) | ( | ) | ||||||||
| Accounts receivable | ( | ) | ||||||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Amounts due from (to) related parties | ( | ) | ( | ) | ||||||||
| Amounts due from directors | ( | ) | ||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Accruals and other payables | ( | ) | ||||||||||
| Contract liabilities | ( | ) | ||||||||||
| Income tax payable | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Advance from a director of the Company | ||||||||||||
| Advance from (repayment to) a shareholder of the Company | ( | ) | ||||||||||
| Deferred IPO costs | ( | ) | ( | ) | ||||||||
| Proceeds from initial public offering | ||||||||||||
| Repayment of Bank borrowings | ( | ) | ( | ) | ||||||||
| New bank borrowings raised | ||||||||||||
| Dividend paid | ( | ) | ||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||||||
| Translation difference | ( | ) | ( | ) | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||||||
| Cash, beginning of year | ||||||||||||
| Cash, end of year | ||||||||||||
| Supplemental information | ||||||||||||
| Cash paid for interest, net | ||||||||||||
| Cash paid for income tax | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TJGC Group Limited (formerly known as Ctrl Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
CTRL Group is a limited liability company established under the laws of the British Virgin Islands on May 13, 2022. Its registered office is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands and its principal place of business is situated at Unit F, 12/F, Kaiser Estate Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong. Ctrl Group is a holding company with no business operation and its principal operating subsidiary is Ctrl Media Limited (“Ctrl Media”) which is principally engaged in one-stop game advertising.
As of March 31, 2025, the Company had the following wholly-owned subsidiaries:
| Name | Place and date of incorporation | Ownership | Principal activity | |||
| Ctrl Media Limited | Hong Kong June 6, 2014 | |||||
| Ctrl Games Limited | Hong Kong December 16, 2024 | |||||
| Ctrl Solutions Limited | Hong Kong December 16, 2024 |
Reorganization
On January 6, 2023, Ctrl
Group acquired
Pursuant to the reorganization detailed above, Ctrl Group became the holding company of the Ctrl Media on January 6, 2023.
Ctrl Group and Ctrl Media resulting from the reorganization has always been under the common control of the same controlling shareholders before and after the reorganization. The consolidation of the Company has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
Initial Public Offering (“IPO”)
On
January 23, 2025, the Company closed its IPO of
The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MCTR” on January 22, 2025.
F-7
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description (cont.)
Reorganization (cont.)
On January 24, 2025, R.F. Lafferty & Co.,
Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries and all intercompany transactions and balances have been eliminated upon consolidation.
Going concern
The accompanying consolidated
financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of business. The Company has incurred significant losses from operations of approximately
HK$
On January 27, 2025, the
Company completed the IPO and the exercise of the over-allotment option with gross proceeds totaling US$
The Company plans to increase its revenue by strengthen communication and coordination with game companies to accelerate the development speed of games and gaming platforms, explore new advertising sources, and reduce unnecessary cost expenditures. If deemed necessary, management could also seek to raise additional funds by way of admitting strategic investors, or private or public offerings, or by seeking to obtain loans from banks or others, to support the Company’s daily operation. While management of the Company believes in the viability of its strategy to generate sufficient revenues and its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, the allowance for credit losses, useful lives of property and equipment, deferred income taxes, the realization of deferred tax assets, revenue recognition and other provisions and contingencies. Actual results could differ from those estimates.
Foreign Currency Translation
The Company uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company in British Virgin Islands and its subsidiaries in Hong Kong is HK$. The functional currency is the currency of the primary economic environment in which an entity operates as stated by ASC 830, “Foreign Currency Matters”.
In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the income statements during the year in which they occur.
F-8
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Foreign Currency Translation (cont.)
Translations of amounts in the consolidated balance
sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements
of cash flows from HK$ into US$ for the year ended March 31, 2025 are solely for the convenience of the reader and were calculated
at the noon buying rate of US$
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
ASC 820 defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 | — | Quoted prices (unadjusted) in active markets for identical assets and liabilities. | |
| Level 2 | — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly in the market place. | |
| Level 3 | — | Unobservable inputs that are supported by little or no market. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, amounts due from/(to) related parties, amount due to a director, deposits and other receivables, accounts payable, amount due to a shareholder, accruals and other payables, operating lease liabilities and bank borrowings are approximate the fair value of the respective assets and liabilities as of March 31, 2025 and 2024 owing to their short-term nature or present value of the assets and liabilities.
Cash and Cash Equivalents
Cash comprise cash at banks
and on hand which includes deposits with original maturities of three months or less with commercial banks in Hong Kong. As
of March 31, 2025 and 2024, the Company did not have any cash equivalents. The Company maintains the bank accounts in Hong Kong.
Cash balances in bank accounts in Hong Kong are protected up to HK$
Accounts Receivable
Accounts receivable mainly represent amounts due from clients for advertising services which are recorded net of allowance for credit losses. The Company grants general credit term of 30 days to its customers in the normal course of business. The management considers various factors such as historical collection record, customer’s current creditworthiness, customer’s concentration, the age of the accounts receivable balance both individually and aggregately and general economic conditions to determine the collectability of the accounts receivable balances.
On April 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 requires the application of a credit loss model based prospectively on current expected credit losses (CECL), and replaces the previous model based retrospectively on past incurred losses. Results for reporting periods beginning April 1, 2024 are presented under ASC 326.
F-9
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Accounts Receivable (cont.)
The Company carries accounts
receivable at the face amounts less a reserve for estimated credit losses. The Company estimated its reserve for credit losses using relevant
available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts.
During the years ended March 31, 2025, the Company recorded HK$
Deposits, prepayments and other receivables
Deposits
represent deposit paid to service providers such as utilities and office rental. Prepayments represent (i) advance payments made
to the service providers for the advertising services and the vendors for certain prepaid services such as insurance; (ii) deferred IPO
costs of direct expenses paid to attorneys, consultants, underwriters, and other parties related to the Company’s IPO; (iii)
prepayment for exhibitions; and (iv) prepayment for development games/platform.
The balance of deferred IPO costs was offset with the proceeds received at the closing of IPO during the years ended March 31, 2025. As
of March 31, 2025, the management impaired prepayments for the exhibition costs was HK$
| Lease |
On January 1, 2019, the Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB, using the modified retrospective transition method and elected the transition option to use an effective date of January 1, 2019 as the date of initial application. The adoption of Topic 842 resulted in the presentation of right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. See Note 7 for additional information.
The lease standard provides practical expedients for an entity ongoing accounting. The Company elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management and utilities. It separates the non-lease components from the lease components to which they relate.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
F-10
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Lease (cont.)
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The ROU assets also any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
Property and Equipment, net
Property and equipment are
stated at cost, net of accumulated depreciation.
| Office equipment | ||
| Leasehold improvements | ||
| Motor vehicles |
Expenditures for maintenance and repairs are expensed as incurred. Expenditures for major renewals and improvements which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income in other income, net.
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. There were no impairment losses on long-lived assets for the years ended March 31, 2025 and 2024.
F-11
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition
The Company applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all years presented.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company enters into contracts with customers that include promises to transfer various services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Revenue is recognized when the promised services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.
The Company is engaging in the one-stop advertising services to customers in Hong Kong. The Company’s principal revenue stream includes:
| (a) | Online advertising |
For revenue generated through the online placement of advertisements, the Company’s performance obligation is fulfilled at the point in time when the advertisement content is broadcasted in the digital media and the marketing publication is publicly released, or the transfer of the broadcasting right to the customer is made.
In the event the contract with the customer further entitles the Company to a one-off licensing fee for granting the customer the intellectual property right attached to the advertising contents and materials, the Company concluded that such licensing fee is integral to but not distinct or separated from the overall advertising solution package.
The entire transaction price of the advertising contract, inclusive of the online advertising fee and the licensing fee, is attributed as a single performance obligation and revenue is recognized at the point in time when the Company’s contractual obligation is completed that is the broadcast of the advertisement content and transfer of the intellectual property right are simultaneously fulfilled.
F-12
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition (cont.)
| (b) | Offline advertising and web banner marketing |
For revenue generated through the offline and web banner placement, the Company performed its services over a specific tenure set out in the advertising contract. The performance obligation is fulfilled over this pre-determined period when the agreed-upon action is completed or when the advertisement is displayed in the relevant medium to the public or target audience.
The Company recognizes the revenue over the pre-determined contract period, generally the advertising period, during which its services are rendered to the advertiser and satisfied the relevant performance obligation. The Company enters a distinct contract with its customers. The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
| (c) | Provisioning of strategic planning services |
Revenue generated from providing strategic planning services is recognized over time as the Company successively fulfils its performance obligation over the contractual service period and the advertiser simultaneously receives and consumes the benefits provided by the Company’s service performance.
The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over contractual service period. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
| (d) | Other services |
Other services rendered by the Company to its clients include provision of (i) administrative services; and (ii) strategic planning on a profit-sharing fee basis.
The Company’s administrative services generally, including delivery costs and prop making, are typically rendered on a per-task basis, for which the Company enters into an individual contract with the client for the performance of a specific service with a corresponding distinct performance obligation. For these services, the Company will charge a service fee which is normally determined as a particular mark-up percentage of the budgeted cost of the services. Revenue from the provision of administrative services is recognized at a point in time when the service delivery was made and the performance obligation is fulfilled.
The Company’s profit-sharing with strategic planning services is governed by a relevant framework agreement incepted with the client, according to which the Company is entitled to a profit-sharing determined as a specific percentage of the advertiser’s net profit derived during the pre-determined contractual period from the underlying mobiles games. Revenue generated from the provision of these services is recognized at a point in time when the advertiser ascertains the underlying mobile games’ net profit and confirmed our entitled profit-sharing amount.
F-13
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition (cont.)
The following table presents disaggregated information of revenues by major service lines for the years ended March 31, 2025 and 2024, respectively:
| For the years ended March 31 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Online advertising | ||||||||||||
| Offline advertising and web banner | ||||||||||||
| Provisioning of strategic planning services | ||||||||||||
| Other services | ||||||||||||
Revenue disaggregated by timing of revenue recognition for the years ended March 31, 2025 and 2024 is disclosed in the table below:
| For the years ended March 31 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
The Company also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with an original expected duration of one year or less. As of March 31, 2025 and 2024, all contracts of the Company were with an original expected duration within one year.
Contract Assets
The Company’s contract assets represent revenue rendered in executing contract performances with related benefits transferred to the customer that is not yet unconditional under the contractual terms of service. The amount will be recognized as accounts receivable when all conditional precedent has been fulfilled.
F-14
TJGC Group Limited (formerly
known as Ctrl Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Contract Liabilities
The Company’s contract liabilities include payments received in advance of performance under offline advertising and web banner marketing service contracts which will be recognized as revenue as the Company executed the advertising services with customers under the contract.
Contract Liabilities are recognized when the customers pay consideration before the Company recognizes the related revenue. Contract Liabilities would also be recognized if the Company has an unconditional right to receive consideration before the Company recognizes the related revenue. In such cases, a corresponding receivable would also be recognized.
Other Income, net
Government subsidies primarily relate to one-off entitlement granted by the Hong Kong government pursuant to the Employment Support Scheme under the Anti-epidemic Fund. Employers participating in ESS were required to undertake and warrant that they would: (i) not implement redundancies during the subsidy period; and (ii) spend all the wage subsidies on paying wages to their employees. If an employer fails to use all the subsidies received to pay the wages of his/her employees, the Hong Kong Government will claw back the unspent balance of the subsidy. If the total number of employees on the payroll in any one month of the subsidy period is less than the “committed headcount of paid employees”, the employer will have to pay a penalty to the Hong Kong Government. As confirmed by the directors, the Company has (i) not implement redundancies during the subsidy period; and (ii) spend all the wage subsidies on paying wages to its employees. There was no unfulfilled conditions nor other contingencies attached to the ESS funding. Government subsidies received and recognized as other income totaled HK$ (US$ ) and HK$ for the years ended March 31, 2025 and 2024, respectively.
Cost of Services
The Company’s cost of services is primarily comprised of the subcontract costs of online advertising, offline advertising cost, consultation fee, staff costs and other direct costs associated with providing other services, including delivery costs, discount and production costs. These costs are expenses as incurred.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
F-15
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Income Taxes (cont.)
An uncertain tax position is
recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination.
The amount recognized is the largest amount of tax benefit that is greater than
Segment reporting
The Company operates and manages its business as a single segment, in accordance with ASC 280, Segment Reporting. The Company’s chief operating decision maker (“CODM”) is the Chairman and directors. The Company’s CODM reviews the consolidated results when making decision as a whole. The Company generates substantially all of its revenues from clients in Hong Kong. Accordingly, no geographical segments are presented. Substantially all of the Company’s long-lived assets are located in Hong Kong.
Earnings Per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of March 31, 2025 and 2024, there were no dilutive shares.
Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
F-16
TJGC Group Limited (formerly
known as Ctrl Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Significant Risks
Currency Risk
The Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
As of March 31, 2025 and
2024, the Company’s deposits its cash with banks located in Hong Kong and Taiwan. In Hong Kong, Deposit Protection Scheme
is in place which protects eligible deposits held with banks in Hong Kong. Hong Kong Deposit Protection Board will compensate
up to a limit of HK$
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the directors.
F-17
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Significant Risks (cont.)
Concentration and Credit Risk (cont.)
For the years ended March 31, 2025 and 2024, all of the Company’s assets and liabilities were primarily located in Hong Kong and all of the Company’s revenue and cost of services were derived from its subsidiary located in Hong Kong. The Company does not allocate its assets located and expenses incurred outside Hong Kong to its Taiwan branch because these assets and activities are managed at a corporate level. The Company has a concentration of its revenue and accounts receivable with specific customers and cost of sales and accounts payable with specific suppliers.
For the year ended March 31,
2025, one customer accounted for
As of March 31, 2025,
two customers’ accounts receivable accounted for
For the year ended March 31,
2025, no vendor accounted for over
As of March 31, 2025, two
suppliers’ accounts payable accounted for
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
F-18
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Recently Issued Accounting Standards, not yet Adopted by the Company
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and statements of cash flows.
F-19
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
3. Accounts Receivable
Accounts receivable consisted of the following as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accounts receivable | ||||||||||||
| Provision of credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Bad debt expenses | ( | ) | ||||||||||
| Total Accounts receivable | ||||||||||||
4. Contract Assets and Liabilities
The Company’s contract assets typically represent advertising services, such as TV, web banner and other offline advertising, that the Company has performed and transferred to a customer while the contractual advertising period has not finished. When the pre-determined advertising period is completed, accounts receivable will be recognized with invoices issued.
Contract assets consisted of the following as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Contract assets |
The Company’s contract liabilities include payments received in advance of performance under offline advertising and web banner service contracts which will be recognized as revenue as the Company executed the one-stop advertising services with customers under the contract.
of the contract liabilities is expected to be recognized as income after more than one year recognized as revenue, respectively.
Contract liabilities consisted of the following as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Balance as of April 1, 2023 and 2024 | ||||||||||||
| Additions | ||||||||||||
| Revenue recognized | ( | ) | ||||||||||
| Balance as of March 31, 2024 and 2025 | ||||||||||||
F-20
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
5. Deposits, Prepayments and Other Receivables
Deposits, prepayments and other receivables consisted of the following as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Rental deposits | ||||||||||||
| Prepayments - current | ||||||||||||
| – Deferred IPO Cost | ||||||||||||
| – Prepayments for services | ||||||||||||
| – Prepayments for exhibition cost (a) | ||||||||||||
| Less: Impairment on the prepayment (a) | ( | ) | ( | ) | ||||||||
| Prepayments – non current (b) | ||||||||||||
| Other receivables | ||||||||||||
| Deposits, Prepayments and Other Receivables, net | ||||||||||||
| (a) |
| (b) |
6. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation, consisted of the following as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Office equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Motor Vehicles | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation expense of property
and equipment totaled HK$
F-21
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
7. Leases
The Company leases office under non-cancelable
operating lease agreement. Per the new lease standard ASC 842-10-55, this lease is treated as operating leases. Management determined
the incremental borrowing rate was
| Description of lease | Lease term | |
| Office at Hung Hom, Hong Kong | ||
| Office at Hung Hom, Hong Kong |
(a)
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Right-of-use assets | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||
| Weighted average discount rate (%) | ||||||||||||
For the years ended March 31,
2025 and 2024, the Company incurred total operating lease expense of HK$
(b) The following table sets forth the remaining contractual maturities of the Company:
| HK$ | US$ | |||||||
| For the year ended March 31, | ||||||||
| 2026 (remaining 4 months) | ||||||||
| Total future lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of lease liabilities | ||||||||
8. Accruals and other payables
Components of accruals and other payables are as follows as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accruals | ||||||||||||
| Other payables | ||||||||||||
F-22
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
9. Bank borrowing
Components of bank borrowing is as follows as of March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| The Bank of East Asia Limited (a) | ||||||||||||
| Total | ||||||||||||
| Less: bank borrowing – current | ( | ) | ( | ) | ( | ) | ||||||
| Bank borrowing – non-current | ||||||||||||
| (a) |
Interest expenses pertaining to the
above bank borrowings for the years ended March 31, 2025 and 2024 amounted to HK$
Maturities of the bank borrowings were as follows:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| For the year ended March 31, | ||||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| More than five years | ||||||||||||
| Total bank borrowing payments | ||||||||||||
| Less: imputed interest | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
F-23
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
10. Income Tax
| (a) | Income Tax |
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
Hong Kong
In accordance with the relevant
tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at
the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are
Taiwan
In accordance with the relevant
tax laws and regulations of Taiwan, a company registered in Taiwan is subject to a corporate income tax rate of
For the years ended March 31,
2025 and 2024, CTRL Media did not select the two-tier tax rate for income tax provision and a tax rate of
The components of the income tax provision are as follows:
| For the year ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Current income tax | ||||||||||||
| Deferred income tax | ( | ) | ( | ) | ( | ) | ||||||
F-24
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
10. Income Tax (cont.)
Reconciliation between the
provision for income tax computed by applying the Hong Kong Profits Tax rate of
| For the year ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Profit before income tax | ( | ) | ( | ) | ||||||||
| Hong Kong Profits Tax rate | % | % | % | |||||||||
| Income tax computed at Hong Kong Profits Tax rate | ( | ) | ( | ) | ||||||||
| Reconciling items: | ||||||||||||
| Tax effect of income that is not taxable | ( | ) | ( | ) | ||||||||
| Tax effect of expenses that is not deductible | ||||||||||||
| Tax effect of different tax rates in other jurisdiction | ( | ) | ||||||||||
| Over provision for pervious year | ( | ) | ( | ) | ( | ) | ||||||
| Tax concession | ( | ) | ( | ) | ( | ) | ||||||
| Valuation allowance | ||||||||||||
| Others | ||||||||||||
| Income tax | ||||||||||||
| (b) | Deferred Tax Assets and Liabilities |
The Company measures deferred tax liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax assets and liabilities are as follows:
| For the years ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Deferred tax assets | ||||||||||||
| Impairment loss on accounts receivable | ||||||||||||
| Impairment loss on prepayments | ||||||||||||
| Net operation loss carrying forward | ||||||||||||
| Total deferred tax assets, net | ||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||||||
| Deferred tax assets, net | ||||||||||||
| For the years ended March 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Deferred tax liabilities | ||||||||||||
| Depreciation of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| (c) | Uncertainty of Tax Position |
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2025 and 2024, the Company did not have any recognized potential tax benefits nor potential underpaid income tax from any interests and penalties and is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. The Company believes there are uncertain tax positions as at March 31, 2025 and 2024, and did not expect its assessment regarding unrecognized tax positions will materially change over the next 12 months.
F-25
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
11. Other income, net
Other income, net consisted of the following for the year ended March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Bank interest income, net | ||||||||||||
| Government grant | ||||||||||||
| Others | ( | ) | ( | ) | ||||||||
12. Other gain (loss)
Other gain (loss) consisted of the following for the year ended March 31:
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Exchange gain and loss, net | ( | ) | ||||||||||
13. Related Party Balance and Transactions
| a. | Due from related party |
The following is a list of related party which the Company has balance with:
| (a) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (b) | Pump Studio Limited, controlled by CEO, Mr. Lau Chi Fung, of the Company. |
As of March 31, 2025 and 2024, the balances of amounts due from a related party was as follows:
| 2024 | 2025 | 2025 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| Act Media Co. Limited (a) | (1) | |||||||||||||||
| Pump Studio Limited (b) | (2) | |||||||||||||||
| (1) |
| (2) |
F-26
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
13. Related Party Balance and Transactions (cont.)
| b. | Due to related parties, a director and a shareholder |
The following is a list of related parties which the Company has balances with:
| (a) | Mr. Shum Tsz Cheung, a shareholder of the Company. |
| (b) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (c) | I am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
As of March 31, 2025 and 2024, the balances of amounts due to related parties were as follows:
| 2024 | 2025 | 2025 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| Mr. Shum Tsz Cheung (a) | (1) | |||||||||||||||
| Act Media Co. Limited (b) | (2) | |||||||||||||||
| I am Media Limited (c) | (3) | |||||||||||||||
| (1) |
| (2) |
| (3) |
| c. | Related party transactions |
The following is a list of related parties which the Company has transactions with:
| (a) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (b) | I am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (c) | Pump Studio Limited, controlled by CEO, Mr. Lau Chi Fung, of the Company. |
F-27
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
13. Related Party Balance and Transactions (cont.)
| c. | Related party transactions (cont.) |
For the years ended March 31, 2025, 2024 and 2023, the related party transactions were as follows:
| Note | 2024 | 2025 | 2025 | ||||||||||||
| HK$ | HK$ | US$ | |||||||||||||
| Advertising service fee paid to Act Media Co. Limited (a) | (1) | ||||||||||||||
| Celebrity fee paid to Act Media Co. Limited (a) | (2) | ||||||||||||||
| Advertising service fee paid to I am Media Limited (b) | (1) | ||||||||||||||
| Advertising service fee paid to Pump Studio Limited (c) | (1) | ||||||||||||||
| Other cost paid to Pump Studio Limited (c) | (3) | ||||||||||||||
| Advertising services fee received from Act Media Co. Limited (a) | (4) | ||||||||||||||
| Celebrity fee received from Act Media Co. Limited (a) | (5) | ||||||||||||||
| Advertising services fee received from Pump Studio Limited (c) | (4) | ||||||||||||||
| Other services fee received from Pump Studio Limited (c) | (6) | ||||||||||||||
| Notes: |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) |
F-28
TJGC Group Limited (formerly known as Ctrl
Group Limited) and Subsidiaries
Notes to Consolidated Financial Statements
14. Shareholders’ Equity
Ordinary shares
The Company was established
under the laws of the British Virgin Islands on May 13, 2022. The authorized number of Ordinary Shares was
On March 20, 2023, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares with par value.
On February 27, 2024,
the Company’s shareholders approved a share split of its outstanding Ordinary Shares at a ratio of
Share Transfer
On February 27, 2024, following
the completion of the stock split described above, our existing shareholder Shum Tsz Cheung sold
15. Dividend
On May 2, 2023, the Company
declared a dividend of HK$
16. Commitments and Contingencies
Commitments
As of March 31, 2025, the Company did not have any significant capital and other commitments.
Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made.
17. Subsequent Events
On May 6, 2025, the Company
made the payment of HK$
The Company evaluated all events and transactions that occurred after March 31, 2025 up through the date the Company issued the audited consolidated financial statements. Other than the event disclosed above, there was no other subsequent event occurred that would require recognition or disclosure in the Company’s audited consolidated financial statements.
F-29
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of September 30, 2025 and March 31, 2025
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Accounts receivable | ||||||||||||
| Amounts due from related parties | ||||||||||||
| Deposits, prepayments and other receivables | ||||||||||||
| Cash and Cash Equivalents | ||||||||||||
| Income tax recoverable | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and Equipment | ||||||||||||
| Prepayment | ||||||||||||
| Right-of-use assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Amounts due to related parties | ||||||||||||
| Amount due to a director | ||||||||||||
| Amount due to a shareholder | ||||||||||||
| Accruals and other payables | ||||||||||||
| Contract liabilities | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Bank and other borrowing | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Bank borrowing | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Additional Paid-in Capital | ||||||||||||
| Accumulated other comprehensive income/loss | ( | ) | ( | ) | ( | ) | ||||||
| Retained earnings | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-30
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations Income (Loss)
For the Six Months Ended September 30, 2025 and 2024
| For the six ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Revenue | ||||||||||||
| Cost of services | ( | ) | ( | ) | ( | ) | ||||||
| Gross Profit | ||||||||||||
| Operating Expenses | ||||||||||||
| General and Administrative expense | ( | ) | ( | ) | ( | ) | ||||||
| Income from operation | ||||||||||||
| Other income (expenses) | ||||||||||||
| Other income, net | ( | ) | ||||||||||
| Other loss | ( | ) | ( | ) | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Total other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||
| Profit before tax | ( | ) | ( | ) | ||||||||
| Income tax | ( | ) | ( | ) | ( | ) | ||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||
| Earnings (Loss) per share – basic and diluted | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-31
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended September 30, 2025 and 2024
| For the six months ended September 30, 2024 | ||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated other comprehensive income/loss | Retained Earnings | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at March 31, 2024 | ||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at September 30, 2024 (Unaudited) | ||||||||||||||||||||||||
| For the six months ended September 30, 2025 | ||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated other comprehensive income/loss | Retained Earnings | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at September 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Balance at September 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-32
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six months Ended September 30, 2025 and 2024
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Deferred income tax | ( | ) | ( | ) | ( | ) | ||||||
| Bad Debt Expenses | ||||||||||||
| Operating cash flows before movements in working capital | ( | ) | ( | ) | ||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Amounts due from (to) related parties | ( | ) | ||||||||||
| Accounts payable | ( | ) | ||||||||||
| Accruals and other payables | ( | ) | ( | ) | ( | ) | ||||||
| Contract liabilities | ||||||||||||
| Income tax payable | ||||||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Advance from a director of the Company | ||||||||||||
| Advance from (repayment to) a shareholder of the Company | ( | ) | ( | ) | ||||||||
| Deferred Offering costs | ||||||||||||
| Repayment of Bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| New borrowings raised | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash, beginning of year | ||||||||||||
| Cash, end of year | ||||||||||||
| Supplemental information | ||||||||||||
| Cash paid for interest, net | ( | ) | ( | ) | ( | ) | ||||||
| Supplemental of Non-Cash Operating Activities | ||||||||||||
| Lease liabilities arising from obtaining right-of-use assets | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-33
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
1. Organization and Business Description
Organization and Nature of Operations
TJGC Group Limited (“TJGC
Group”) is a limited liability company established under the laws of the British Virgin Islands on May 13, 2022. TJGC Group’s
registered office is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
and its principal place of business is situated at Unit F, 12/F, Kaiser Estate Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong.
TJGC Group is a holding company with no business operation and its principal operating subsidiary is Ctrl Media Limited (“Ctrl Media”)
which is principally engaged in one-stop game advertising. TJGC Group owns
As of September 30, 2025, the Company has direct or indirect interests in the following subsidiaries:
| Name | Place and date of incorporation | Ownership | Principal activity | |||
| Ctrl Media Limited | June 6, 2014 | |||||
| Ctrl Games Limited | December 16, 2024 | |||||
| Ctrl Solutions Limited | December 16, 2024 | |||||
| Tongjiang Group Limited | September 19, 2025 |
Reorganization
On January 6, 2023, TJGC
Group acquired
Pursuant to the reorganization detailed above, TJGC Group has become the holding company of the Ctrl Media on January 6, 2023.
TJGC Group and its subsidiaries (the “Company”) resulting from the reorganization has always been under the common control of the same controlling shareholders before and after the reorganization. The consolidation of the Company has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
F-34
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
1. Organization and Business Description (cont.)
Reorganization (cont.)
Initial Public Offering (“IPO”)
On
January 23, 2025, the Company closed its IPO of
The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MCTR” on January 22, 2025.
On January 24, 2025, R.F. Lafferty & Co.,
Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries and all intercompany transactions and balances have been eliminated upon consolidation.
Going concern
During the six months ended
September 30, 2025, the Company has incurred a loss of approximately HK$
The directors of the Company
have been undertaking measures to improve the Group’s liquidity and financial position which have considered included cost saving,
equity and debt financing. We have granted loan facilities with Goldcrest Capital Limited which up to US$
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
F-35
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Use of Estimates and Assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, the allowance for credit losses, useful lives of property and equipment, deferred income taxes, the realization of deferred tax assets, revenue recognition and other provisions and contingencies. Actual results could differ from those estimates.
Foreign Currency Translation
The Company uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company in British Virgin Islands and its subsidiaries in Hong Kong is HK$. The functional currency is the currency of the primary economic environment in which an entity operates as stated by ASC 830, “Foreign Currency Matters”.
In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the income statements during the year in which they occur.
Translations of amounts in
the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of income, unaudited condensed consolidated
statements of changes in shareholders’ equity and unaudited condensed consolidated statements of cash flows from HK$ into US$ for
the year ended September 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
ASC 820 defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 | Quoted prices (unadjusted) in active markets for identical assets and liabilities. | ||
| Level 2 | — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly in the market place. | |
| Level 3 | — | Unobservable inputs that are supported by little or no market. |
F-36
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Fair Value of Financial Instruments (cont.)
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, amounts due from/(to) related parties, amount due to a director, deposits and other receivables, accounts payable, amount due to a director, amount due to a shareholder, accruals and other payables, operating lease liabilities and bank borrowings are approximate the fair value of the respective assets and liabilities as of September 30, 2025 and March 31, 2025 owing to their short-term nature or present value of the assets and liabilities.
Cash and Cash Equivalents
Cash comprise cash at banks
and on hand which includes deposits with original maturities of three months or less with commercial banks in Hong Kong. As
of September 30, 2025 and March 31, 2025, the Company did not have any cash equivalents. The Company maintains the bank accounts
in Hong Kong. Cash balances in bank accounts in Hong Kong are protected up to HK$
Accounts Receivable
Accounts receivable mainly represent amounts due from clients for advertising services which are recorded net of allowance for credit losses. The Company grants general credit term of 30 days to its customers in the normal course of business. The management considers various factors such as historical collection record, customer’s current creditworthiness, customer’s concentration, the age of the accounts receivable balance both individually and aggregately and general economic conditions to determine the collectability of the accounts receivable balances.
On April 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 requires the application of a credit loss model based prospectively on current expected credit losses (CECL), and replaces the previous model based retrospectively on past incurred losses. Results for reporting periods beginning April 1, 2024 are presented under ASC 326.
The Company carries accounts
receivable at the face amounts less a reserve for estimated credit losses. The Company estimated its reserve for credit losses using relevant
available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts.
During the six months ended September 30, 2025, the Company did not record adjustments for credit losses on the unaudited condensed consolidated
financial statement related to accounts receivable. As of September 30, 2025, the reserve for credit losses was HK$
Deposits, prepayments and other receivables
Deposits represent deposit
paid to service providers such as utilities and office rental. Prepayments represent (i) advance payments made to the service providers
for the advertising services and the vendors for certain prepaid services such as insurance, exhibition cost and game development cost;
and (ii) deferred IPO costs of direct expenses paid to attorneys, consultants, underwriters, and other parties related to the Company’s
IPO. Deposits, prepayments and other receivables are unsecured and are reviewed periodically to determine whether their carrying value
have become impaired. As of September 30, 2025, the management impaired prepayments for the exhibition costs were HK$
F-37
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Lease
On January 1, 2019, the Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB, using the modified retrospective transition method and elected the transition option to use an effective date of January 1, 2019 as the date of initial application. The adoption of Topic 842 resulted in the presentation of right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. See Note 7 for additional information.
The lease standard provides practical expedients for an entity ongoing accounting. The Company elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management and utilities. It separates the non-lease components from the lease components to which they relate.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The ROU assets also any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
F-38
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
| Office equipment | ||
| Leasehold improvements | ||
| Motor vehicles |
Expenditures for maintenance and repairs are expensed as incurred. Expenditures for major renewals and improvements which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income in other income, net.
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. There were no impairment losses on long-lived assets for the six months ended September 30, 2025 and the year ended March 31, 2025.
F-39
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition
The Company applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all years presented.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company enters into contracts with customers that include promises to transfer various services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Revenue is recognized when the promised services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.
The Company is engaging in the one-stop advertising services to customers in Hong Kong. The Company’s principal revenue stream includes:
(a) Online advertising
For revenue generated through the online placement of advertisements, the Company’s performance obligation is fulfilled at the point in time when the advertisement content is broadcasted in the digital media and the marketing publication is publicly released, or the transfer of the broadcasting right to the customer is made.
In the event the contract with the customer further entitles the Company to a one-off licensing fee for granting the customer the intellectual property right attached to the advertising contents and materials, the Company concluded that such licensing fee is integral to but not distinct or separated from the overall advertising solution package.
The entire transaction price of the advertising contract, inclusive of the online advertising fee and the licensing fee, is attributed as a single performance obligation and revenue is recognized at the point in time when the Company’s contractual obligation is completed that is the broadcast of the advertisement content and transfer of the intellectual property right are simultaneously fulfilled.
F-40
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition (cont.)
(b) Offline advertising and web banner marketing
For revenue generated through the offline and web banner placement, the Company performed its services over a specific tenure set out in the advertising contract. The performance obligation is fulfilled over this pre-determined period when the agreed-upon action is completed or when the advertisement is displayed in the relevant medium to the public or target audience.
The Company recognizes the revenue over the pre-determined contract period, generally the advertising period, during which its services are rendered to the advertiser and satisfied the relevant performance obligation. The Company enters a distinct contract with its customers. The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
(c)Provisioning of strategic planning services
Revenue generated from providing strategic planning services is recognized over time as the Company successively fulfils its performance obligation over the contractual service period and the advertiser simultaneously receives and consumes the benefits provided by the Company’s service performance.
The Company concluded that each of the respective services (1) is distinct and (2) meets the criteria for recognizing revenue over contractual service period. In addition, the nature of services provided for each successive period are substantially similar and result in the transfer of substantially the same benefit to the customers. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, we concluded that the periodic services fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
(d) Exhibition income
The Company invests in the exhibition or event entitles the profit sharing from the exhibition. The exhibition partner will share the certain percentage of the net profit from the designated exhibition or event according to the partnership or investment agreement. The profit-sharing revenue is variable amount (based on the net profit of the designated exhibition or event and the Company has no control of it). As a result, the Company concludes that the above game profit sharing services (1) is distinct and (2) meets the criteria for recognizing revenue during exhibition over time.
F-41
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition (cont.)
(e) Other services
Other services rendered by the Company to its clients include provision of (i) administrative services; and (ii) strategic planning on a profit-sharing fee basis.
The Company’s administrative services generally, including delivery costs and prop making, are typically rendered on a per-task basis, for which the Company enters into an individual contract with the client for the performance of a specific service with a corresponding distinct performance obligation. For these services, the Company will charge a service fee which is normally determined as a particular mark-up percentage of the budgeted cost of the services. Revenue from the provision of administrative services is recognized at a point in time when the service delivery was made and the performance obligation is fulfilled.
The Company’s profit-sharing with strategic planning services is governed by a relevant framework agreement incepted with the client, according to which the Company is entitled to a profit-sharing determined as a specific percentage of the advertiser’s net profit derived during the pre-determined contractual period from the underlying mobiles games. Revenue generated from the provision of these services is recognized at a point in time when the advertiser ascertains the underlying mobile games’ net profit and confirmed our entitled profit-sharing amount.
The following table presents disaggregated information of revenues by major service lines for the six months ended September 30, 2025 and 2024, respectively:
| For the six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Online advertising | ||||||||||||
| Offline advertising and web banner | ||||||||||||
| Provisioning of strategic planning services | ||||||||||||
| Exhibition Income | ||||||||||||
| Other services | ||||||||||||
F-42
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Revenue Recognition (cont.)
Revenue disaggregated by timing of revenue recognition for the six months ended September 30, 2025 and 2024 is disclosed in the table below:
| For the six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
The Company also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with an original expected duration of one year or less. As of September 30, 2025 and 2024, all contracts of the Company were with an original expected duration within one year.
Contract Assets
The Company’s contract assets represent revenue rendered in executing contract performances with related benefits transferred to the customer that is not yet unconditional under the contractual terms of service. The amount will be recognized as accounts receivable when all conditional precedent has been fulfilled.
Contract Liabilities
The Company’s contract liabilities include payments received in advance of performance under offline advertising and web banner marketing service contracts which will be recognized as revenue as the Company executed the advertising services with customers under the contract.
Contract Liabilities are recognized when the customers pay consideration before the Company recognizes the related revenue. Contract Liabilities would also be recognized if the Company has an unconditional right to receive consideration before the Company recognizes the related revenue. In such cases, a corresponding receivable would also be recognized.
F-43
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Cost of Services
The Company’s cost of services is primarily comprised of the subcontract costs of online advertising, offline advertising cost, consultation fee, staff costs and other direct costs associated with providing other services, including delivery costs, discount and production costs. These costs are expenses as incurred.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for unaudited condensed consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax in the year incurred.
Segment reporting
The Company operates and manages its business as a single segment, in accordance with ASC 280, Segment Reporting. The Company’s chief operating decision maker (“CODM”) is the Chairman and directors. The Company’s CODM reviews the consolidated results when making decision as a whole. The Company generates substantially all of its revenues from clients in Hong Kong. Accordingly, no geographical segments are presented. Substantially all of the Company’s long-lived assets are located in Hong Kong.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on April 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company adopted this standard for the six months ended September 30, 2025.
The Company operates as a single reportable segment. The chief operating decision maker reviews financial performance and allocates resources on a consolidated basis, using a single measure of operating profit and a total expense amount. No disaggregated expense categories are regularly reviewed by the CODM. As such, the Company has not identified any segment expense categories that meet the criteria for disclosure under ASC 280, as amended by ASU 2023-07.
Earnings Per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of 30 September 30, 2025 and March 31, 2025, there were no dilutive shares.
F-44
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Significant Risks
Currency Risk
The Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
As of September 30, 2025 and
March 31, 2025, the Company’s deposits its cash with banks located in Hong Kong and Taiwan. In Hong Kong, Deposit
Protection Scheme is in place which protects eligible deposits held with banks in Hong Kong. Hong Kong Deposit Protection Board
will compensate up to a limit of HK$
F-45
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Significant Risks (cont.)
Concentration and Credit Risk (cont.)
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the directors.
For the six months ended September 30, 2025 and 2024, and year ended March 31, 2025, all of the Company’s assets and liabilities were primarily located in Hong Kong and all of the Company’s revenue and cost of services were derived from its subsidiaries located in Hong Kong. The Company does not allocate its assets located and expenses incurred outside Hong Kong to its Taiwan branch because these assets and activities are managed at a corporate level. The Company has a concentration of its revenue and accounts receivable with specific customers and cost of sales and accounts payable with specific suppliers.
For the six months ended 30
September, 2025, three customers accounted for approximately
As of six months ended 30
September, 2025, one customer account receivable accounted for
For the six months ended 30
September, 2025, one supplier accounted for
As of six months ended 30 September,
2025, two suppliers’ accounts payable accounted for
Interest rate risk
F-46
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
2. Summary of Significant Accounting Policies (cont.)
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the 2025 interim period and the adoption did not have a material impact on its consolidated financial statements and related disclosures.
Recently Issued Accounting Standards, not yet Adopted by the Company
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, which was further clarified through the issuance of ASU 2025-01 in January 2025, to improve disclosure on an entity’s expenses and provide more detailed information for specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of income and statements of cash flows.
F-47
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
3. Accounts Receivable
Accounts receivable consisted of the following as of September 30, 2025 and March 31,2025:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Accounts receivable | ||||||||||||
| Provision of credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Total Accounts receivable | ||||||||||||
4. Contract Assets and Liabilities
of the contract liabilities is expected to be recognized as income after more than one year recognized as revenue, respectively.
Contract liabilities consisted of the following as of September 30, 2025 and March 31,2025:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Balance as of April 1, 2024 and 2025 | ||||||||||||
| Additions | ||||||||||||
| Revenue recognized | ||||||||||||
| Balance as of March 31, 2025 and September 30, 2025 | ||||||||||||
F-48
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
5. Deposits, Prepayments and Other Receivables
Deposits, prepayments and other receivables consisted of the following as of September 30, 2025 and March 31,2025:
| March 31, 2025 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Rental deposits | ||||||||||||
| Prepayments - current | ||||||||||||
| – Deferred Offering Cost | ||||||||||||
| – Prepayments for services | ||||||||||||
| – Prepayments for exhibition cost (a) | ||||||||||||
| Less: Impairment on the prepayment | ( |
) | ( |
) | ( |
) | ||||||
| Prepayments – non current (b) | ||||||||||||
| Other receivables | ||||||||||||
| Deposits, Prepayments and Other Receivables, net | ||||||||||||
| (a) |
| (b) |
6. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation, consisted of the following as of September 30, 2025 and March 31, 2025:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Office equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Motor Vehicles | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation expense of property
and equipment totaled HK$
F-49
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
7. Leases
The Company leases office under non-cancelable
operating lease agreement. Per the new lease standard ASC 842-10-55, this lease is treated as operating leases. Management determined
the incremental borrowing rate was
| Description of lease | Lease term | |
Office at Hung Hom, Hong Kong | ||
| Office at Hung Hom, Hong Kong |
(a)
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Right-of-use assets | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||
| Weighted average discount rate (%) | ||||||||||||
For the six months ended
September 30, 2025 and 2024, the Company incurred total operating lease expense of HK$
(b) The following table sets forth the remaining contractual maturities of the Company:
| September 30, 2025 |
September 30, 2025 |
|||||||
| HK$ | US$ | |||||||
| For the year ended March 31, | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028(remaining 4 months) | ||||||||
| Total future lease payments | ||||||||
| Less: imputed interest | ( |
) | ( |
) | ||||
| Present value of lease liabilities | ||||||||
F-50
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
8. Accruals and other payables
| March 31, 2025 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Accruals | ||||||||||||
| Other payables | ||||||||||||
9. Bank and other borrowing
Components of bank borrowing is as follows as of September 30, 2025 and March 31, 2025:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| The Bank of East Asia Limited (a) | ||||||||||||
| Goldcrest Capital Limited (b) | ||||||||||||
| Total | ||||||||||||
| Less: bank borrowing – current | ( | ) | ( | ) | ( | ) | ||||||
| Bank borrowing – non-current | ||||||||||||
| (a) |
| (b) |
Interest expenses pertaining to the above
bank borrowings for the six months ended September 30, 2025 and 2024 amounted to HK$
F-51
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
9. Bank and other borrowing (cont.)
Maturities of the bank borrowings were as follows:
| March 31, 2025 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| For the year ended March 31, | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| More than five years | ||||||||||||
| Total bank borrowing payments | ||||||||||||
| Less: imputed interest | ( |
) | ( |
) | ( |
) | ||||||
| Total | ||||||||||||
10. Income Tax
(a) Income Tax
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
Hong Kong
In accordance with the relevant
tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at
the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are
Taiwan
In accordance with the relevant
tax laws and regulations of Taiwan, a company registered in Taiwan is subject to a corporate income tax rate of
For the six months ended
September 30, 2025 and 2024, our subsidiaries did not select the two-tier tax rate for income tax provision and a tax rate of
F-52
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
10. Income Tax (cont.)
The components of the income tax provision are as follows:
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Current income tax | ||||||||||||
| Deferred income tax | ( | ) | ( | ) | ( | ) | ||||||
Reconciliation between the
provision for income tax computed by applying the Hong Kong Profits Tax rate of
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Profit before income tax | ( | ) | ) | |||||||||
| Hong Kong Profits Tax rate | % | % | % | |||||||||
| Income tax computed at Hong Kong Profits Tax rate | ( | ) | ( | ) | ||||||||
| Reconciling items: | ||||||||||||
| Tax effect of income that is not taxable | ( | ) | ( | ) | ( | ) | ||||||
| Tax effect of expenses that is not deductible | ||||||||||||
| Tax effect of different tax rates in other jurisdiction | ||||||||||||
| Over provision for pervious year | ( | ) | ( | ) | ( | ) | ||||||
| Tax concession | ( | ) | ||||||||||
| Valuation allowance | ||||||||||||
| Income tax | ||||||||||||
F-53
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
10. Income Tax (cont.)
(b) Deferred Tax Assets and Liabilities
The Company measures deferred tax liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax assets and liabilities are as follows:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Deferred tax assets | ||||||||||||
| Impairment loss on accounts receivable | ||||||||||||
| Impairment loss on prepayments | ||||||||||||
| Net operation loss carrying forward | ||||||||||||
| Total deferred tax assets, net | ||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax assets, net | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Deferred tax liabilities | ||||||||||||
| Depreciation of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
(c)Uncertainty of Tax Position
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2025 and March 31, 2025, the Company did not have any recognized potential tax benefits nor potential underpaid income tax from any interests and penalties and is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. The Company believes there are uncertain tax positions as of September 30, 2025 and March 31, 2025, and did not expect its assessment regarding unrecognized tax positions will materially change over the next 12 months.
F-54
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
11. Other income, net
Other income, net consisted of the following for the six months ended September 30:
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Bank interest income, net | ||||||||||||
| Others(cost)income | ( |
|||||||||||
| ( |
||||||||||||
12. Other loss
Other loss consisted of the following for the six months ended September 30:
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Exchange gain and loss, net | ( |
) | ( |
) | ( |
) | ||||||
F-55
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
13. Related Party Balance and Transactions
a. Due from related party
The following is a list of related party which the Company has balance with:
| (a) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (b) | Pump Studio Limited, controlled by shareholder, Mr. Lau Chi Fung, of the Company. |
As of September 30, 2025 and March 31, 2025, the balances of amounts due from a related party was as follows:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||
| Act Media Co. Limited (a) | (1) | |||||||||||||
| Pump Studio Limited (b) | (2) | |||||||||||||
| (1) |
| (2) |
b. Due to related parties, a director and a shareholder
The following is a list of related parties which the Company has balances with:
| (a) | Mr. Shum Tsz Cheung, a shareholder of the Company. |
| (b) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (c) | Ms. Chen Wei, a director of the Company subsidiary. |
As of September 30, 2025 and March 31, 2025, the balances of amounts due to related parties were as follows:
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||
| Mr. Shum Tsz Cheung (a) | (1) | |||||||||||||
| Act Media Co. Limited (b) | (2) | |||||||||||||
| Chen Wei (c) | (3) | |||||||||||||
| (1) |
| (2) |
| (3) |
F-56
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
13. Related Party Balance and Transactions (cont.)
c. Related party transactions
The following is a list of related parties which the Company has transactions with:
| (a) | Act Media Co. Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (b) | I am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, of the Company. |
| (c) | Pump Studio Limited, controlled by shareholder, Mr. Lau Chi Fung, of the Company. |
For the six months ended September 30, 2025 and 2024, the related party transactions were as follows:
| Note | 2024 | 2025 | 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Advertising service fee paid to Act Media Co. Limited (a) | (1) | |||||||||||||
| Advertising service fee paid to I am Media Limited (b) | (1) | |||||||||||||
| Other cost paid to Pump Studio Limited (c) | (2) | |||||||||||||
| Advertising services fee received from Act Media Co. Limited (a) | (3) | |||||||||||||
| Celebrity fee received from Act Media Co. Limited (a) | (4) | |||||||||||||
| Advertising services fee received from Pump Studio Limited (c) | (3) | |||||||||||||
Notes:
| (1) |
| (2) |
| (3) |
| (4) |
F-57
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2025 and September 30, 2025 and 2024
14. Shareholders’ Equity
Ordinary shares
The Company was established
under the laws of the British Virgin Islands on May 13, 2022. The authorized number of Ordinary Shares was
On March 20, 2023, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares with par value.
On February 27, 2024,
the Company’s shareholders approved a share split of its outstanding Ordinary Shares at a ratio of
On January 23, 2025, the Company
closed its IPO of
On January 24, 2025, R.F. Lafferty
& Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional
15. Commitments and Contingencies
Commitments
As of September 30, 2025, the Company did not have any significant capital and other commitments.
Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made.
16. Subsequent Events
On October 31, 2025, the board of directors of CTRL Group Limited, now known as TJGC Group Limited and holders of a majority of the issued and outstanding voting stock of the Company, acting by written consent in lieu of a meeting, in accordance with the applicable provisions of BVI law and the Company’s Bylaws, approved a change of the name of the Company to “TJGC Group Limited”. The name change was approved by the Registrar of Corporate Affairs in the British Virgin Islands on November 11, 2025, and become effective that same day.
Based on loan facilities that
granted to the Ctrl Solution, Ctrl Solution has five further drawdowns subsequently. The total amount drawn was US$
The Company evaluated all events and transactions that occurred after September 30, 2025 up through the date the Company issued these unaudited condensed consolidated financial statements. Other than the event disclosed above, there was no other subsequent event occurred that would require recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.
F-58
TJGC Group Limited
7,459,903 Ordinary Shares
PROSPECTUS
Prospectus dated [●], 2026
Until [______________], 2026 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
Our Memorandum and Articles of Association may provide that the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who is a director of the Company or a party in a legal proceeding by reason of the fact that the person is or was a director of the Company. According to our Memorandum and Articles of Association, the indemnity only applies if the person acts honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person has no reasonable cause to believe that his or her conduct was unlawful.
Item 7. Recent Sales of Unregistered Securities
None.
II-1
Item 8. Exhibits and Financial Statement Schedules
Exhibits and Financial Statement Schedules
| (a) | Exhibits |
EXHIBIT INDEX
| * | Filed herewith. |
II-2
| (b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the unaudited condensed consolidated financial statements or the Notes thereto.
Item 9. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the Registrant is relying on Rule 430B (§230.430B of this chapter): |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
II-3
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| (ii) | If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-4
| (6) | To file a post-effective amendment to the registration statement to include any financial statements required by item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
| (7) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (8) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hong Kong SAR, on March 12, 2026.
| TJGC GROUP LIMITED | ||
| By: | /s/ Bin Guo | |
| Bin Guo | ||
| (Principal Executive Officer) | ||
| /s/ Juan Yang | ||
| Juan Yang | ||
| (Principal Financial Officer) | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint each of Bin Guo his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Bin Guo | Principal Executive Officer | March 12, 2026 | ||
| Bin Guo | ||||
| /s/ Juan Yang | Principal Financial Officer | March 12, 2026 | ||
| Juan Yang | ||||
| /s/ Yi Wu | Director | March 12, 2026 | ||
| Yi Wu | ||||
| /s/ Chan Ka Man | Director | March 12, 2026 | ||
| Chan Ka Man | ||||
| /s/ Lai Ho Yin | Director | March 12, 2026 | ||
| Lai Ho Yin |
II-6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, New York on March 12, 2026.
Cogency Global Inc.
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice-President on behalf of Cogency Global Inc. |
II-7
Exhibit 1.1
PLACEMENT AGENCY AGREEMENT
[__], 2026
TJGC Group Limited
Unit F, 12/F, Kaiser Estate Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
Ladies and Gentlemen:
Subject to the terms and conditions herein (this “Agreement”), TJGC Group Limited (Nasdaq: TJGC), a British Virgin Islands business company (the “Company”), hereby agrees to sell an aggregate of [__] Ordinary Shares of the Company (the “Shares”) with no par value (the “Ordinary Shares”), directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Eddid Securities USA Inc. as placement agent (the “Placement Agent”). The Shares will be issued under the Registration Statement (as defined below) and pursuant to the terms of the Final Prospectus (as defined below). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, the securities purchase agreement(s) (each, a “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is US$[__]. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.
The Company hereby confirms its agreement with the Placement Agent as follows:
Section 1. Agreement to Act as Placement Agent.
(a) On the basis of the representations, warranties, and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive US placement agent in connection with the offering and sale by the Company of the Shares pursuant to the Company’s registration statement on Form F-1 (File No. 333-[__]) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Shares shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the accounts designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall electronically deliver such Shares to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:
(i) Cash Fee. A cash fee (the “Cash Fee”) equal to six percent (6.0%) of the gross proceeds from the sale of Shares at the Closing by deduction from the proceeds thereof.
(ii) Expenses. The Company agrees to reimburse the Placement Agent’s legal expenses payable immediately upon the Closing of the Offering, subject to the Maximum Amount set forth in Section 7.
(b) The term of the Placement Agent’s engagement will be until the earlier of (i) the final closing of the Offering of up to [__] Ordinary Shares, or (ii) a party hereto terminating the engagement with respect to itself upon one business day written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory, or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated, or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The rules and regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act are referred to as (the “Rules and Regulations”).
Section 2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants, and covenants to the Placement Agent as of the date hereof, and on each date up to and including each Closing Date, as follows:
(a) Securities Law Filings. The Company has filed with the Commission the Registration Statement under the Securities Act, which was declared effective on [__], for the registration of the Shares under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, and subject to the Company’s acceptance of such Investors’ offers to purchase the Shares and their respective execution and delivery of Purchase Agreements, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the Rules and Regulations, a final prospectus relating to the placement of the Shares, their pricing and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus relating to the Offering, is hereinafter called the “Preliminary Prospectus”; and the final prospectus, in the form in which it is filed with the Commission pursuant to Rule 424(b), is hereinafter called the “Final Prospectus.” Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth,” or “stated” in the Registration Statement, the Preliminary Prospectus, or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or any prospectus supplement thereto or intends to commence a proceeding for any such purpose.
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(b) Assurances. The Registration Statement, as amended (and any further documents to be filed with the Commission), contained in all material respects at the time of filing and contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not knowingly contain any untrue statement of a material fact or knowingly omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus and the Final Prospectus, each as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus and the Final Prospectus, as amended or supplemented, did not and will not knowingly contain as of the date thereof any untrue statement of a material fact or knowingly omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations promulgated thereunder, and none of such documents, when they were filed with the Commission, knowingly contained any untrue statement of a material fact or knowingly omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Preliminary Prospectus or Final Prospectus), in light of the circumstances under which they were made not misleading provided, however, that the Company makes no representations with respect to the Placement Agent Information. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. Except for this Agreement, to the knowledge of the Company, there are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. Except for this Agreement, and the Transaction Document, there are no contracts or other documents required to be described in the Preliminary Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. “Placement Agent Information” shall mean the information provided to the Company by the Placement Agent and included in subsection “Regulation M” in the Final Prospectus.
(c) Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the Offering other than the Time of Sale Disclosure Package and any other materials permitted by the Securities Act.
(d) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and under the Final Prospectus and the Transaction Documents have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders in connection therewith other than (i) the press release and (ii) Report on Form 6-K required to be filed in connection with this Offering, (iii) such consents as have already been obtained and (iv) notifications to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, assuming due authorization, execution, and delivery by the Placement Agent, will constitute the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
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(e) No Conflicts. The execution, delivery, and performance by the Company of this Agreement and the transactions contemplated pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s Memorandum and Articles of Association, or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration, or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) assuming the accuracy of the representations and warranties of the Placement Agent set forth in Section 3 hereof, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.
(f) Certificates. Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.
(g) Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents to such reliance.
(h) Forward-Looking Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(i) Statistical or Market-Related Data. Any statistical, industry-related, and market-related data included or incorporated by reference in the Time of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.
(j) Certain Fees; FINRA Affiliations. Except as set forth in the Registration Statement and any Prospectus, no brokerage or finder’s fees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Placement Agent’s compensation, as determined by FINRA. Other than payments to the Placement Agent for this Offering or another offering disclosed in the Company’s SEC Filings or as set forth in the Registration Statement and any Prospectus, the Company has not made and has no agreements, arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the 180-day period preceding the initial filing of the Registration Statement through the 60-day period after the Effective Date. None of the net proceeds of the Offering will be paid by the Company to any Participating Member or its affiliates, except as specifically authorized herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’s Ordinary Shares or Ordinary Share equivalents has any direct or indirect affiliation or association with any Participating Member in the Offering. Except for securities purchased on the open market, no Company Affiliate is an owner of stock or other securities of any Participating Member. No Company Affiliate has made a subordinated loan to any Participating Member. No proceeds from the sale of the Shares (excluding Placement Agent compensation as disclosed in the Registration Statement and any Prospectus) will be paid to any Participating Member, any persons associated with a Participating Member or an affiliate of a Participating Member. The Company has not issued any warrants or other securities or granted any options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the Preliminary Prospectus. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Preliminary Prospectus is a Participating Member, is a person associated with a Participating Member or is an affiliate of a Participating Member. To the Company’s knowledge, no Participating Member in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating Member, the parent or affiliate of a Participating Member or any person associated with a Participating Member in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “FINRA member participating in the Offering” includes any associated person of a Participating Member in the Offering, any member of such associated person’s immediate family and any affiliate of a Participating Member in the Offering. When used in this Section 2(j) the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement Agent and its legal counsel, Sichenzia Ross Ference Carmel LLP if it learns that any officer, director or owner of 10% or more of the Company’s outstanding Ordinary Shares or Ordinary Share Equivalents is or becomes an affiliate or associated person of a Participating Member.
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(k) Board of Directors. The Board of Directors is comprised of the persons set forth in the Company’s filings with the Commission (the “SEC Filings”). The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of The Nasdaq Capital Market (the “Trading Market”). In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
(l) No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus, will not be, required to register as an “investment company,” as defined in and pursuant to the Investment Company Act of 1940, as amended.
(m) Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules thereto) made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.
(n) Public Dissemination. The Company shall not issue any press release, report on Form 6-K or any other public statement, whether written or oral, without the prior written approval of the Placement Agent. The Company shall submit each proposed press release, report on Form 6-K or any other public statement to the Placement Agent at least two (2) business days in advance of the proposed release date, and the Company shall agree to incorporate any reasonable changes or recommendations from the Placement Agent in the final draft of these items prior to their issuance.
(o) Listing. The Company shall use its best efforts to maintain the listing of its Ordinary Shares on The Nasdaq Stock Market LLC for a period of at least two (2) years after the Closing.
(p) No FINRA Affiliations. To the Company’s knowledge and except as disclosed to the Placement Agent in writing, no (i) officer or director of the Company or its Subsidiaries, (ii) owner of ten percent (10%) or more of any class of the Company’s securities or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day immediately prior to the date that the Registration Statement was initially filed to the Commission, has any direct or indirect affiliation or association with any FINRA member. The Company will advise the Placement Agent and counsel to the Placement Agent if it becomes aware that any such person described in (i) to (iii) under this section is or becomes an affiliate or associated person of a FINRA member participating in the Offering.
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Section 3. Representations of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is a broker/dealer registered under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a corporate body validly existing under the law of its place of incorporation, has full power and authority to enter into and perform its obligations under this Agreement, and (vi) the Placement Agent has not, in connection with the Offering, disclosed to any Investors information that is different from or inconsistent with the information contained in the Time of Sale Disclosure Package and the Transaction Documents. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Offering hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.
Section 4. Delivery and Payment. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Shares sold on such Closing Date shall be made by wire transfer, against delivery of such Shares, and such Shares shall be registered in such name or names and shall be in such denominations, as the Placement Agent may each request at least one (1) business day before the time of purchase.
Deliveries of the documents with respect to the purchase of the Shares, if any, shall be made at such place as shall be agreed upon by the parties. All actions taken at a Closing shall be deemed to have occurred simultaneously.
Section 5. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:
(a) Registration Statement Matters. Additionally, the Company agrees, in connection with the Offering, that it shall comply with the provisions of Rules 424(b), 430A, 430B, and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.
(b) Blue Sky Compliance. If applicable, the Company will reasonably cooperate with the Placement Agent and the Investors in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution of the Shares. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale, or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration, or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
(c) Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares and Warrant as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents, this Agreement, and any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents, or any Prospectus that is necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.
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(d) Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.
(e) Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Ordinary Shares.
(f) Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.
(g) Additional Documents. The Company agrees that the Placement Agent may rely upon, and is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in the securities purchase agreements entered into with Investors in the Offering.
(h) No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.
(i) Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted, or referred to, without the Placement Agent’s prior written consent.
(j) Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.
(k) Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.
(l) Research Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment banking divisions. The Company acknowledges that the Placement Agent is a full-service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company
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(m) FINRA. The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director, 10% or greater shareholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the 60-day period after the Effective Date.
Section 6. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
(a) Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission; no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.
(b) Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement, and any Prospectus, and the registration, sale, and delivery of the Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 6.
(c) No Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any (i) material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) material adverse effect on the results of operations, assets, business, prospects or financial condition of the Company and its subsidiaries, taken as a whole, or (iii) material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).
(d) Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Lucosky Brookman LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.
(e) Opinion of British Virgin Islands Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Ogier, British Virgin Islands counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.
(f) Opinion of Hong Kong Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Long An & Lam LLP, Hong Kong counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent, opining and confirming among other things that no filing with the PRC China Securities Regulatory Commission with respect to the Offering is required.
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(g) Certificates of Chief Financial Officer. On the date hereof and the Closing Date, the Placement Agent shall receive a signed certificate from the Company’s Chief Financial Officer addressed to the Placement Agent in form and substance reasonably satisfactory to the Placement Agent and its counsel, with respect to certain data contained in the Registration Statement and any Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Placement Agent. The certificate shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectus, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such Prospectus.
(h) Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus, and this Agreement and to the further effect that:
(i) The representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;
(ii) No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;
(iii) When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission, and any Prospectus, contained all material information required to be included therein by the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and
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(iv) Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business or those disclosed in the Registration Statement, the Incorporated Documents and any Prospectus; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.
(i) Secretary’s Certificate. At each Closing Date, the Placement Agent shall have received a certificate of the Company signed by the Secretary or another authorized officer of the Company, dated such Closing Date certifying on behalf of the Company and not in an individual capacity: (i) that the appended memorandum and articles of association, as amended, of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the appended resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company.
(j) Stock Exchange Listing. The Ordinary Shares shall be registered under the Exchange Act and shall be listed on the Trading Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Ordinary Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading Market, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing or that the Company is deficient with regards to the rules of the Trading Market.
(k) Comfort letter. On the date hereof, the Placement Agent shall have received from the auditor of the Company (the “Auditor”), a letter dated the date hereof addressed to the Placement Agent, in form and substance satisfactory to the Placement Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters”, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and any Prospectus.
(l) Bringdown Comfort letter. On each Closing Date, the Placement Agent shall have received from the auditor of the Company, a letter dated such date, in form and substance satisfactory to the Placement Agent, to the effect that the auditor reaffirms the statements made in the letter furnished by it pursuant to subsection (k) of this Section, except that the specified date referred to therein for the carrying out of procedures shall be no more than two Business Days prior to the Closing Date, as applicable.
(l) Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.
If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and Contribution), and Section 9 (Representations and Indemnities to Survive Delivery) and Sections 10 to 14 shall at all times be effective and shall survive such termination.
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Section 7. Payment of Expenses. The Company shall be responsible for and pay all expenses relating to the Offering, including, without limitation, all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission and the filing of the offering materials with FINRA; all fees and expenses relating to the listing of such Securities on such stock exchange as the Company and the Placement Agent together determine; all fees, expenses and disbursements relating to the registration or qualification of such Securities under the "blue sky" securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of Placement Agent's counsel at the closing of the Offering); all fees and expenses associated with the roadshow; the costs of all mailing and printing of the Offering documents (including the Placement Agency Agreement, any "blue sky" surveys and, if appropriate, any agreement among placement agents, selected dealers' agreement, placement agents' questionnaire and power of attorney), Registration Statements, any Prospectuses and all amendments, supplements and exhibits thereto and as many Preliminary and Final Prospectuses as Placement Agent may reasonably deem necessary; the costs of preparing, printing, and delivering certificates representing such Securities; fees and expenses of the transfer agent for such Securities; stock transfer taxes, if any, payable upon the transfer of securities from the Company to Placement Agent, if applicable; the fees and expenses of the Company's accountants and the fees and expenses of Placement Agent and the Company's legal counsel and other agents and representatives. Upon the Placement Agent's request, the Company shall provide funds to pay all such fees, expenses and disbursements. Notwithstanding the foregoing, the fees payable hereunder to Placement Agent and its counsel shall not exceed US$100,000 (inclusive of any advance paid by the Company to the Placement Agent) (the "Maximum Amount"). For the avoidance of doubt, in the event this agreement shall terminate prior to Closing, the Placement Agent shall be entitled to reimbursement for its actual unreimbursed expenses for the Offering incurred up to the termination date, subject to the Maximum Amount. The Company shall advance US$100,000 to the Placement Agent to cover their out-of-pocket expenses according to below schedule: (i) $50,000 upon signing of its engagement letter with the Placement Agent; and (ii) $50,000 upon the Company's first filing of Registration Statement in relation to the Offering. Any advance received by the Placement Agent from the Company shall be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).
Section 8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless the Placement Agent, co-placement agents, if applicable, its affiliates and each person controlling the Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents assisting with the Offering, and employees of the Placement Agent, their affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs, and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all reasonable and documented out of pocket fees and expenses (including the reasonable documented and out of pocket fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing, or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with this Agreement; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted primarily from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with this Agreement or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Shares in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all reasonable Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under this Agreement.
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(b) Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel; or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent, or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage, or liability is incurred and is due and payable.
(c) In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees to be received by the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.
(d) The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services, or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.
(e) The reimbursement, indemnity, and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.
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Section 9. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties, and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any of its or their respective partners, officers, or directors or any controlling person, as the case may be, and will survive delivery of and payment for the securities sold hereunder and any termination of this Agreement. A successor to the Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution, and reimbursement agreements contained in this Agreement.
Section 10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties hereto as follows:
Eddid Securities USA Inc.
40 Wall Street, Suite 1606
New York, New York 10005
E-mail: [__]
Attention: [__]
With a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
E-mail: [__]
Attention: [__]
If to the Company:
TJGC Group Limited
Unit F, 12/F, Kaiser Estate Phase 1
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
E-Mail: [__]
Attention: [__]
With a copy (which shall not constitute notice) to:
Lucosky Brookman LLP
101 Wood Ave South, Iselin, NJ 08830, United States
E-Mail: [__]
Attention: [__]
Any party hereto may change the address for receipt of communications by giving written notice to the others.
Section 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 hereof, and to their respective successors, and personal representative, and no other person will have any right or obligation hereunder.
Section 12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
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Section 13. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the principles of conflicts of law thereof. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action, or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the state and federal courts sitting in the City of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action, or proceeding, and (iii) irrevocably consents to the jurisdiction such courts in any such suit, action or proceeding. The Placement Agent and the Company further agree to accept and acknowledge service of any and all process which may be served in any such suit, action, or proceeding in such courts and agree that service of process upon the Company mailed by certified mail to the Company’s address set forth in Section 10 hereof (or to such other address as the Company shall have advised the Placement Agent by notice pursuant to Section 10) shall be deemed in every respect effective service of process upon the Company, in any such suit, action, or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address as set forth in Section 10hereof (or to such other address as the Placement Agent shall have advised the Company by notice pursuant to Section 10) shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action, or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither the Placement Agent nor their affiliates, and the respective officers, directors, employees, agents, and representatives of the Placement Agent, their affiliates and each other person, if any, controlling the Placement Agent or any of their affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, claims, damages, or liabilities incurred by the Placement Agent that are finally judicially determined to have resulted from the fraud, willful misconduct, or gross negligence of such individuals or entities. If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other reasonable costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.
Section 14. General Provisions.
(a) This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the subject matter hereof.
(b) Notwithstanding anything herein to the contrary, the Engagement Letter between the Company and Placement Agent, dated September 9, 2025, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Placement Agent and the Company in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Letter and this Agreement, the terms of this Agreement shall prevail.
(c) This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by email attachment) and electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement
(d) This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
(e) The Company acknowledges that in connection with the Offering: (i) the Placement Agent has acted at arm’s length, is not agent of, and owes no fiduciary duties to the Company, any officer or director of the Company or any other person affiliated with any of them, (ii) the Placement Agent owes the Company only those duties and obligations set forth in this Agreement, and (iii) the Placement Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
[Signature page follows.]
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If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| Very truly yours, | ||
| EDDID SECURITIES USA INC. | ||
| By: | ||
| Name: | Tom Li | |
| Title: | Chief Executive Officer | |
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The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.
| TJGC Group Limited | ||
| By: | ||
| Name: | Guo Bin | |
| Title: | Chief Executive Officer | |
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Exhibit 5.1
| TJGC GROUP LIMITED | D +852 3656 6054 | |
| E nathan.powell@ogier.com | ||
| D +852 3656 6023 | ||
| E janice.chu@ogier.com | ||
| Reference: NMP/JTC/517002.00001 |
12 March, 2026
Dear Sirs
TJGC GROUP LIMITED (the Company)
We have acted as British Virgin Islands legal counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act). The Registration Statement relates to the offering (the Offering) of up to 7,459,903 Ordinary Shares (as defined in below) (the Offering Shares) on a best-efforts basis.
We are furnishing this opinion as Exhibit 5.1 and Exhibit 23.3 to the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. The headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands (the Registrar) on 29 January 2026 (the Company Registry Records), including: |
| (i) | a copy of the certificate of incorporation of the Company dated 13 May 2022; |
| (ii) | a copy of the certificate of change of name of the Company dated 11 November 2025; |
| (iii) | a copy of the memorandum and articles of association of the Company registered with the Registrar on 13 May 2022, and as amended and restated on 20 March 2023 and filed with the Registrar on 20 March 2023, and further as amended and restated on 31 October 2025 and filed with the Registrar on 11 November 2025 (the Memorandum and Articles). |
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡
|
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
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| (b) | the public information revealed from a search of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (the High Court Database) by the Registry of the High Court of the Virgin Islands on 29 January 2026 (the Court Records); |
| (c) | the Company Registry Records and the Court Records each as updated by update search on [9 March] 2026 (the Company Registry Records and the Court Records together, and as updated, the Public Records); |
| (d) | a copy of certificate of incumbency dated 12 November 2025 (the Certificate of Incumbency) issued by the registered agent of the Company (the Registered Agent) in respect of the Company; |
| (e) | a copy of the certificate of good standing dated 2 March 2026 issued by the Registrar of Corporate Affairs in the British Virgin Islands in respect of the Company (the Certificate of Good Standing); |
| (f) | a copy of the register of directors of the Company provided to us on 28 January 2026 (the Register of Directors); |
| (g) | a copy of the shareholder list of the Company provided to us on 4 March 2026 (the Register of Members, and together with the Register of Directors, the Registers); |
| (h) | a copy of the written resolutions of the all of the directors of the Company dated 12 March, 2026 approving the Company's filing of the Registration Statement and issuance of the Offering Shares (the Board Resolutions); and |
| (i) | the Registration Statement. |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Certificate of Incumbency and the Registers is accurate and complete as at the date of this opinion; |
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| (e) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (f) | the Company has complied with, or will comply with when due, its obligations to file (unless the Company is within one of the statutory exceptions to the obligations to file) a financial return, its register of directors, its register of members and its beneficial ownership information pursuant to the BVI Business Companies Act (Revised) (the BCA); |
| (g) | the Board Resolutions remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him in approving the Offering, and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Board Resolutions which has not been properly disclosed in the Board Resolutions; |
| (h) | no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any Ordinary Shares (as defined below) and none of the Ordinary Shares have been offered or issued to residents of the British Virgin Islands; |
| (i) | the Company is, and after the allotment (where applicable) and issuance of any Offering Shares will be, able to pay its liabilities as they fall due and the value of its assets exceeds and will exceed its liabilities; |
| (j) | the information and each of the documents disclosed by the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration, or which is required by the laws of the British Virgin Islands to be delivered for registration, which was not included and available for inspection in the Public Records; |
| (k) | there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; and |
| (l) | the Company is not a land owning company for the purposes of Section 242 of the BCA meaning that neither it nor any of its subsidiaries has an interest in any land in the British Virgin Islands. |
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company is a company duly incorporated with limited liability under the BCA on 13 May 2022 and is validly existing and, based solely on the Certificate of Good Standing (as defined in Part B of Schedule 1 herein), is in good standing under the laws of the British Virgin Islands. It is a separate legal entity and subject to suit in its own name and has the capacity to sue in its own name. |
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Maximum Number of Shares Authorised to Issue
| (b) | Based solely on the Memorandum and Articles, the Company is authorised to issue an unlimited number of shares with no par value each divided into six classes of shares as follows: |
| (1) | Ordinary shares of no par value (the Ordinary Shares); |
| (2) | Class A preferred shares of no par value (the Class A Preferred Shares); |
| (3) | Class B preferred shares of no par value (the Class B Preferred Shares); |
| (4) | Class C preferred shares of no par value (the Class C Preferred Shares); |
| (5) | Class D preferred shares of no par value (the Class D Preferred Shares); and |
| (6) | Class E preferred shares of no par value (the Class E Preferred Shares and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the Preferred Shares); |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise the issuance of the Offering Shares under the Registration Statement. |
Valid issuance of Offering Shares
| (d) | The Offering Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when: |
| (i) | issued and allotted by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement, the Board Resolutions and the Memorandum and Articles; and |
| (ii) | such issuance of Offering Shares have been duly registered in the Company's register of members as fully paid shares, |
will be validly issued, fully paid and non-assessable.
Taxation
| (e) | No taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding, deduction or otherwise) to the government of the British Virgin Islands in respect of the Offering. |
| (f) | There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206). In particular, section 242 of the BCA provides the Company with a statutory exemption from all forms of taxation in the British Virgin Islands. |
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| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the British Virgin Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the British Virgin Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents. |
| 4.2 | Under the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate Affairs. Failure to pay the annual fees by the relevant due date will render the Company liable to a penalty fee in addition to the amount of the outstanding fees. If the license fee and/or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies in the British Virgin Islands. |
Under the BCA, a copy of the Company's register of directors which is complete must be filed by the Company at the Registry of Corporate Affairs. Failure to make this filing will render the Company liable to a penalty fee and if the filing is not made within the requisite time period or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies.
Under the BCA, an annual financial return, in the prescribed form, must be filed by the Company with its Registered Agent in respect of each year for which one is due within the timeframe prescribed by the BCA for that year (unless the Company is within one of the statutory exceptions to the obligation to file). Failure to make this filing when due will render the Company liable to a penalty fee and where the Company is liable to the maximum penalty and has not filed its annual return, the Company will be liable to be struck off and dissolved from the Register of Companies.
Under the BCA, unless the Company is within one of the statutory exceptions to the obligation to file and is compliant with any conditions for the relevant exception(s) to apply, a copy of the Company's register of members which is complete and certain prescribed beneficial ownership information for the Company must be filed by the Company at the Registry of Corporate Affairs. Failure to make these filings will render the Company liable to penalty fees and if the filings are not made within the requisite time period or any penalty fee remains unpaid from the due date, the Company will be liable to be struck off and dissolved from the Register of Companies.
For the purposes of this opinion "in good standing" means only that the Registrar of Corporate Affairs is satisfied that the Company is deemed to be in good standing under Section 235 of the BCA on the date of issue of the Certificate of Good Standing. Notwithstanding any expiry date referred to in the certificate, the Company shall cease to be in good standing under Section 235 of the BCA if the Registrar of Corporate Affairs is not, or ceases to be, satisfied that the Company: (i) is on the Register of Companies; (ii) has paid all fees, annual fees and penalties due and payable; (iii) has filed with the Registrar of Corporate Affairs when due a copy of its registers of directors in accordance with and to the extent required by the BCA; and (iv) has filed with the Registrar of Corporate Affairs when due a copy of its registers of members in accordance with and to the extent required by the BCA; and (v) has filed with the Registrar of Corporate Affairs when due beneficial ownership information in accordance with the BCA; and/or where the Registrar of Corporate Affairs has received any notification that the Company has failed to file its annual return in accordance with and to the extent required by the BCA. We have made no enquiries into the Company's good standing with respect to any other filings or payment of fees, or both, that it may be required to make under the laws of the British Virgin Islands other than the BCA. We have made no enquiries into whether the copy of the register of directors, the copy of the register of members or the Company's beneficial ownership information filed at the Registry of Corporate Affairs matches the details set out on the Certificate of Incumbency or whether the annual return filed by the Company with its registered agent is in the prescribed form as required pursuant to the BCA.
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| 4.3 | The Public Records and our searches thereof may not reveal the following: |
| (a) | in the case of the Company Registry Records, details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search or notifications made to the Registrar of Corporate Affairs by the Registered Agent of any failure by any Company to file its register of directors, register of members, beneficial ownership information and/or annual return as required and within the time frame prescribed by the BCA; |
| (b) | in the case of the Court Records, details of proceedings which have been filed but not actually entered in the High Court Database at the time of our search; |
| (c) | whether an application for the appointment of a liquidator or a receiver has been presented to the High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed out of court, or whether any out of court dissolution, reconstruction or reorganisation of the Company has been commenced; or |
| (d) | any originating process (including an application to appoint a liquidator) in respect of the Company in circumstances where the High Court of the British Virgin Islands has prior to the issuance of such process ordered that such process upon issuance be anonymised (whether on a temporary basis or otherwise), |
and the following points should also be noted:
| (e) | the Court Records reflect the information accessible remotely on the High Court Database, we have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause Book) or the Commercial Cause Book (the Commercial Cause Book) at the Registry of the High Court of the British Virgin Islands. Although the High Court Database should reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and for that reason neither facility can be relied upon to reveal whether or not a particular entity is a party to litigation in the British Virgin Islands; |
| (f) | the High Court Database is not updated if third parties or noticed parties are added to or removed from the proceedings after their commencement; and |
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| (g) | while it is a requirement under Section 118 of the Insolvency Act that notice of the appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver and the absence of a registered notice of appointment of a receiver is not conclusive as to there being no existing appointment of a receiver in respect of the Company or its assets. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the British Virgin Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific British Virgin Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Reliance |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforcement of Liabilities” and “Legal Matters” of the Registration Statement.
This opinion may be used only in connection with the Offering and the Offering Shares while the Registration Statement is effective.
Yours faithfully
Ogier
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is made as of [__], 2026, by and among TJGC Group Limited (Nasdaq: TJGC), a British Virgin Islands business company (the “Company”), and each of the investors identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective Registration Statement (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Investors, and the Investors desire to purchase from the Company certain securities of the Company for an aggregate price of US$[__], at US$[__] per Ordinary Share, as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Investor agree as follows:
ARTICLE
1.
DEFINITIONS
1.1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:
“Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.
“Business Day” means any day except Saturday, Sunday or other day on which commercial banks in The City of New York or Hong Kong, Special Administrative Region of the People’s Republic of China (“PRC”) are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York or Hong Kong, Special Administrative Region of the PRC generally are open for use by customers on such day.
“Closing Date” means the date on which the Shares were issued and delivered to the Investors after all of the closing conditions set forth in this Agreement have been either satisfied or waived.
“Commission” means the United States Securities and Exchange Commission.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“GAAP” means U.S. generally accepted accounting principles.
“Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal.
“Lien” means any lien, charge, encumbrance, security interest, right of first refusal, right of participation or other restrictions of any kind.
“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under any Transaction Document.
“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.
“Ordinary Shares” means ordinary shares of the Company with no par value, and any securities into which such ordinary shares may hereafter be reclassified or for which it may be exchanged as a class.
“Offering Documents” means the Prospectus and the Registration Statement.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Prospectus” means the preliminary and final prospectuses filed for the Registration Statement.
“Registration Statement” means the effective registration statement with Commission File No. 333-[__] which registers the sale of the Shares to the Investors.
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Securities” means, collectively, the Shares.
“Shares” means the aggregate [__] Ordinary Shares being offered and sold to the Investors by the Company hereunder.
“Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.
“Subsidiary” means any subsidiary or consolidated affiliated entity of the Company.
“Trading Day” means (i) a day on which Ordinary Shares are traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if Ordinary Shares are not listed on a Trading Market (other than the OTC Bulletin Board), a day on which Ordinary Shares are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if Ordinary Shares are not quoted on any Trading Market, a day on which Ordinary Shares are quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that Ordinary Shares are not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.
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“Trading Market” means whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board (or any successors to any of the foregoing) on which Ordinary Shares are listed or quoted for trading on the date in question.
“Transaction Documents” means this Agreement and the Lock-Up Agreements, all exhibits and schedules thereto and hereto and any other documents or agreements executed and delivered in connection with the transactions contemplated hereunder.
ARTICLE
2.
PURCHASE AND SALE
2.1. Subscription for Shares by the Investor. Subject to the terms and conditions set forth in this Agreement, including all of the conditions set forth in Sections 5.1 and 5.2 hereof, on the Closing Date, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, the Shares at US$[__] per Ordinary Share and the aggregate purchase price set forth on the Investor’s signature page hereto and as set out in the Schedule of Investors.
2.2. Closing. The sale of the Shares will take place in a closing (the “Closing”), subject to the satisfaction of the parties hereto of their obligations herein. The Closing shall be conducted by exchange of original documents or electronic documents following the fulfillment or waiver of the conditions to closing as set forth in Article 5 on the Closing Date.
2.3. Closing Deliveries.
(a) At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Company Deliverables”):
(i) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver a certificate or book entry or DWAC/DRS statement evidencing the Shares issued upon such Closing to the Investor, in such form as the Placement Agent or Investor may require;
(ii) this Agreement duly signed by the Company;
(iii) The Placement Agent shall have received on the Closing Date the favorable opinion of Lucosky Brookman LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent;
(iv) The Placement Agent shall have received on the Closing Date the favorable opinion of Ogier, British Virgin Islands counsel to the Company, and Long An & Lam LLP, Hong Kong counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and the Investors and in form and substance reasonably satisfactory to the Placement Agent;
(v) On the Closing Date, the Placement Agent shall receive a signed certificate from the Company’s Chief Financial Officer addressed to the Placement Agent in form and substance reasonably satisfactory to the Placement Agent and its counsel, in all material respects. The certificate shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Registration Statement or the Prospectus, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such Prospectus;
(vi) On the Closing Date, the Placement Agent shall have received a certificate of the Company, dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Placement Agent, as further described in the Placement Agency Agreement (as defined above).
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(vii) On the Closing Date, the Placement Agent shall have received a certificate of the Company signed by the Secretary or another authorized officer of the Company, dated such Closing Date certifying: (i) that the appended memorandum and articles of association, as amended, of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the appended resolutions of the Company’s Board of Directors relating to the transactions contemplated hereby are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company.
(viii) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
(ix) the Lock-Up Agreements in the form set out in Annex A duly executed by the Company's directors, officers, and shareholders holding at least ten percent (10%) of the outstanding Ordinary Shares as of the effective date of the Registration Statement.
(b) At the Closing, each Investor shall deliver or cause to be delivered the following (collectively, the “Investor Deliverables”):
(i) the aggregate purchase price in an amount set forth on the Investor’s signature page hereto and as set out in the Schedule of Investors, in immediately available funds, by wire transfer to an account designated in writing by the Placement Agent for such purpose; and
(ii) this Agreement duly signed by the Investor.
(c) Within one (1) Business Day following the Closing Date, the Company shall deliver or cause to be delivered to each Investor a certificate or a book entry or DWAC/DRS statement representing the amount of Shares purchased in the Closing, registered in the name of the Investor, in such form as the Placement Agent or Investor may require.
ARTICLE
3.
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Investor and to the Placement Agent who shall be a third-party beneficiary to these representations and warranties as of the date hereof and on each day up to and including the Closing Date:
(a) Subsidiaries. The Company has no direct or indirect Subsidiaries other than as specified in the SEC Reports (as defined below) and the Offering Documents. The Company owns, directly or indirectly, such share capital of each Subsidiary as described in the SEC Reports and the Offering Documents free and clear of any and all Liens, and all the issued and outstanding shares of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.
(b) Organization and Qualification. Each of the Company and Subsidiaries is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective memorandum or articles of association, bylaws or other organizational or charter documents as in effect on the date hereof (collectively, the “Organizational Documents”). Each of the Company and Subsidiaries is duly qualified to conduct its respective businesses and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
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(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s Organizational Documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected.
(e) Filings, Consents and Approvals. Except as set forth in the SEC Reports and the Offering Documents, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any United States, British Virgin Islands, Hong Kong, PRC authority or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings with or giving notice to any applicable Trading Market for the issuance and sale of the Shares in the time and manner required thereby, (ii) the filings required in accordance with Section 4.2, (iii) the filing with the Commission of the Registration Statement and the Prospectus and (iv) those that have been made or obtained prior to the date of this Agreement. The Company is a “foreign private issuer” and is entitled to rely on its home country practices pursuant to the Nasdaq listing rules and has validly elected to do so and complied with all applicable Nasdaq listing rules, and shareholder approval is not required for the transactions contemplated in this Agreement.
(f) Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b) of the Securities Act. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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(g) Capitalization. The number of shares and type of all authorized, issued and outstanding shares of the Company, and all Ordinary Shares reserved for issuance under the Company’s various option and incentive plans, all shares of the Company issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of the Company, is specified in the SEC Reports and the Offering Documents. Except as specified in the SEC Reports and the Offering Documents, no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares, or securities or rights convertible or exchangeable into Ordinary Shares. The issue and sale of the Securities hereunder will not, immediately or with the passage of time, obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.
(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports and the Offering Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports and the Offering Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Additionally, any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. As of their respective dates, the financial statements of the Company included in the SEC Reports and the Offering Documents complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement, the Prospectus, and the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus, or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.
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(i) Litigation. There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports and the Offering Documents, could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company, nor any Subsidiary, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as specifically disclosed in the SEC Reports and the Offering Documents. There has not been, and to the knowledge of the Company, there is not pending any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such). The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.
(j) Compliance. Except as specifically disclosed in the SEC Reports and the Offering Documents, neither the Company no any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or Governmental Body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to the business of the Company, taxes, environmental protection, occupational health and safety, product quality and safety, licensure and employment and labor matters (including social insurance and housing funds).
(k) Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its businesses as described in the SEC Reports and the Offering Documents, and the Company has not received any notice of proceedings relating to the revocation or modification of any such permits.
(l) Title to Assets. The Company and the Subsidiaries have valid land use rights for all real property owned by them that is material to their respective businesses and good and marketable title in all personal property owned by them that is material to their respective businesses, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.
(m) Material Changes, Undisclosed Events. Since the date of the latest audited financial statements included within the SEC Reports and the Offering Documents, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has incurred any material liabilities (direct, indirect, contingent, or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any of its shares, (v) the Company has not waived any material right or material debt owed to it, (vi) neither the Company nor any Subsidiary has changed any material contract or arrangement by which the Company or Subsidiary is bound or to which its assets or properties is subject, and (vii) the Company has not issued any equity securities to any officer, director, consultant or Affiliate of the Company, except pursuant to existing Company equity incentive plans.
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(n) Patents and Trademarks. To the Company’s knowledge, the Company and its Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports and the Offering Documents as necessary or material for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received notice (written or otherwise) that any of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(o) Internal Accounting Controls. The Company is in compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s annual report on Form 20-F is being prepared. The books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.
(p) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, each of the Company and Subsidiaries has filed all material and necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and to the knowledge of the Company, the Company or any Subsidiary has no material tax deficiency which has been asserted or threatened against the Company.
(q) Solvency. Based on the financial condition of the Company as of the Closing Date (and assuming that the Closing shall have occurred), (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
(r) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(r) that may be due in connection with the transactions contemplated by the Transaction Documents.
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(s) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(t) Listing and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to the knowledge of the Company is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as specifically disclosed in the SEC Reports and the Offering Documents, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
(u) Money Laundering. The Company is in compliance with, and has not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.
(v) Application of Takeover Protections. The Company has taken all necessary action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Organizational Documents or the laws of its jurisdiction of incorporation that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investor’s ownership of the Securities.
(w) No Integrated Offering. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(x) No Additional Agreements. The Company does not have any agreement or understanding with the Investor with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.
(y) Disclosure. The Company confirms that neither it nor any Person acting on its behalf has provided the Investor or its respective agents or counsel with any information that the Company believes constitutes material, non-public information concerning the Company, the Subsidiaries or their respective businesses, except insofar as the existence and terms of the proposed transactions contemplated hereunder may constitute such information. The Company understands and confirms that the Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to the Investor regarding the Company, the Subsidiaries or their respective businesses and the transactions contemplated hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
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(z) Independent Accountant. Kreit & Chiu CPA LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.
(aa) D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers prior to the Offering (the “Insiders”) as well as in the Lock-Up Agreement in the form attached hereto as Annex A provided to the Eddid Securities USA Inc. (“Placement Agent”) is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect.
(bb) Disclosure of Indebtedness. Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Registration Statement and the Prospectus set forth as of the date hereof all outstanding secured and unsecured indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Except as set forth in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any indebtedness.
3.2. Representations and Warranties of the Investors. Each Investor, for itself and for no other Investor, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization; Authority. If the Investor is a business entity, the Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Investor. This Agreement has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) No Conflicts. The execution, delivery and performance by the Investor of any Transaction Document and the consummation by the Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Investor, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations under any Transaction Document.
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(c) Access to Information. The Investor acknowledges that it has reviewed the SEC Reports and the Offering Documents and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Investor or its representatives or counsel shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the SEC Reports and the Offering Documents and the Company’s representations and warranties contained in the Transaction Documents. The Investor also acknowledges that the Company may possess material non-public information not known to the Investor regarding or relating to the Company or the Securities, and the Investor acknowledges that it has not requested such information and agrees that the Company shall have no liability whatsoever (and the Investor hereby waives and releases all claims which it would otherwise have) with respect to the non-disclosure of such information either prior to the date hereof or subsequent hereto.
(d) Certain Trading Activities. The Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the earlier to occur of (1) the time that the Investor was first contacted by the Company regarding an investment in the Company and (2) the 30th day prior to the date of this Agreement. The Investor covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.
(e) Experience of Such Investor. Such Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(f) No Voting Agreements. The Investor is not a party to any agreement or arrangement, whether written or oral, between the Investor and any other Investor and any of the Company’s stockholders as of the date hereof, regulating the management of the Company, the stockholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, stockholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s stockholders, directors or officers.
(g) Independent Advice. Each Investor understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes legal, tax or investment advice.
(h) Sanctioned Persons; BSA/PATRIOT Act. None of the Investors is owned or controlled by or acting on behalf of (in connection with this Agreement), a Sanctioned Person. None of the Investors is an institution that accepts currency for deposit and that (a) has no physical presence in the jurisdiction in which it is incorporated or in which it is operating and (b) is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “Shell Bank”) or providing banking services to a Shell Bank. Each Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), such Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Each Investor also represents that, to the extent required by applicable law, it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of any investors in such Investor against Sanctions-related lists of blocked or restricted persons. Each Investor further represents and warrants that (a) the funds held by such Investor and used to purchase the Securities were not directly or indirectly derived from or related to any activities that may contravene U.S. federal, state or non-U.S. anti-money laundering, anti-corruption or Sanctions laws and regulations or activities that may otherwise be deemed criminal and (b) any returns from such Investor’s investment will not be used to finance any illegal activities. For purposes of this Agreement, “Sanctioned Person” means at any time any person or entity with whom dealings are restricted, prohibited, or sanctionable under any Sanctions (as defined below), including as a result of being: (a) listed on any Sanctions-related list of designated or blocked or restricted persons; (b) that is a national of, the government of, or any agency or instrumentality of the government of, or resident in, or organized under the laws of, a country or territory that is the target of comprehensive Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region); or (c) a relationship of ownership, control, or agency with any of the foregoing. “Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (b) the European Union and enforced by its member states, (c) the United Nations and (d) the United Kingdom.
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(i) Non-cooperative Jurisdiction. None of the Investors is owned or controlled by or acting on behalf of (in connection with this Agreement), a person or entity resident in, or whose funds used to purchase the Securities are transferred from or through, a country, territory or entity that (i) has been designated as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures by the United States or by an intergovernmental group or organization, such as the Financial Action Task Force, of which the United States is a member; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; or (iii) has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.
ARTICLE
4.
OTHER AGREEMENTS OF THE PARTIES
4.1. Use of Proceeds. The Company will use the proceeds from the sale of the Securities as described in the Prospectus.
4.2. Securities Laws Disclosure; Publicity. By 5:30 p.m. (New York time) on the first (1st) Trading Day following the date hereof, the Company will furnish a Report on Form 6-K, disclosing the material terms of the Transaction Documents (and attach as exhibits thereto forms of all existing Transaction Documents). The Company covenants that following such disclosure, no Investor shall be in possession of any material, non-public information with respect to the Company or any Subsidiary. In addition, the Company will make such other filings and notices in the manner and time required by the Commission and the Trading Market on which Ordinary Shares may be listed. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market upon which Ordinary Shares may be listed, without the prior written consent of the Investor, except to the extent such disclosure is required by law or applicable Trading Market regulations.
4.3. Indemnification of Investor. The Company will indemnify and hold each Investor and its directors, officers, shareholders, partners, members, affiliates, employees and agents (each, an “Investor Party”) harmless from any and all direct and indirect losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation in respect thereof (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by any of the Company in any Transaction Document or the Offering Documents. In addition to the indemnity contained herein, the Company will reimburse the Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.
4.4. Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.
4.5. Listing of Securities. The Company agrees that it will take all action necessary to continue the listing and trading of its Ordinary Shares on Nasdaq and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of Nasdaq.
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ARTICLE
5.
CONDITIONS PRECEDENT TO CLOSING
5.1. Conditions Precedent to the Obligations of each Investor to Purchase the Shares. The obligation of each Investor to acquire the Shares at the Closing is subject to the satisfaction or waiver by the Investor, at or before the Closing, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of each day up to and including the Closing as though made on and as of such date;
(b) Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing;
(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;
(d) No Suspensions of Trading in Ordinary Shares; Listing. Trading in Ordinary Shares shall not have been suspended by the Commission, any Trading Market or any governmental or regulatory body (except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, Ordinary Shares shall have been at all times since such date listed for trading on a Trading Market, and the Company shall not have received notice of any compliance deficiency, delisting or removal from trading on any Trading Market;
(e) Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect or a material adverse change with respect to the Company or any Subsidiary; and
(f) Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.3(a) to the Investor.
5.2. Conditions Precedent to the Obligations of the Company to Sell the Shares. The obligation of the Company to sell and issue the Shares at the Closing to each Investor is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though made on and as of such date;
(b) Performance. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing;
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(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and
(d) Investor Deliverables. The Investor shall have delivered the Investor Deliverables in accordance with Section 2.3(b).
ARTICLE
6.
MISCELLANEOUS
6.1. Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company shall pay all stamp and other taxes and duties levied in connection with the delivery of the Securities.
6.2. Termination. This Agreement may be terminated by any Investor, as to the Investor’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Investors, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
6.3. Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and the Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
6.4. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth below or on the signature pages attached hereto at or prior to 4:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email attachment at the email address as set forth below or on the signature pages attached hereto on a day that is not a Trading Day or later than 4:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:
| If to the Company: | TJGC Group Limited |
|
Unit F, 12/F Kaiser Estate Phase 1 41 Man Yue Street Hunghom, Kowloon, Hong Kong | |
| Attention: [__] | |
| Email: [__] | |
| If to an Investor: | To the address set forth under the Investor’s name on the signature pages hereof; |
or such other address as may be designated in writing hereafter, in the same manner, by such Person.
6.5. Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investors which purchased at least 50.1% in interest of the Securities hereunder or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts an Investor (or group of Investors), the consent of such disproportionately impacted Investor (or group of Investors) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 6.5 shall be binding upon each Investor and holder of Securities and the Company.
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6.6. Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.
6.7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Investor (other than by merger). Any Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Investor.”
6.8. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Sections 3.1 and 4.3.
6.9. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
6.10. Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.
6.11. Execution. This Agreement may be executed and delivered (including by facsimile transmission and electronic mail attaching a portable document file (.pdf)) in one or more counterparts and all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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6.12. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
6.13. Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
6.14. Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.
6.15. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.
6.16. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by the Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for the Investor in connection with the Investor making its investment hereunder and that no other Investor will be acting as agent of the Investor in connection with monitoring the Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.
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6.17. Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained. Without limiting the foregoing, in the event that The Nasdaq Stock Market LLC (“Nasdaq”) or any other applicable regulatory authority raises any objection, concern, or issue with respect to the terms, structure, or consummation of the transactions contemplated by this Agreement, including, but not limited to, the purchase price, the number of Securities or other securities to be issued, or any other material term of the offering (a “Regulatory Issue”), the Company and each Investor agree to cooperate in good faith and to take all actions reasonably necessary or advisable to address, resolve, or remedy such Regulatory Issue. Such actions may include, without limitation: (i) adjusting the purchase price, (ii) surrendering, cancelling, or otherwise adjusting the number of Shares issued to any Investor; (iii) amending, modifying, or supplementing this Agreement or any related agreements or instruments to the extent necessary to comply with applicable rules, regulations, or requirements of Nasdaq or any other regulatory authority; and (iv) taking any other action reasonably required by Nasdaq or any other regulatory authority to permit the consummation of the transactions contemplated hereby in compliance with all applicable laws, rules, and regulations. The Company shall promptly notify the Investors in writing upon becoming aware of any Regulatory Issue. Any adjustments or actions taken pursuant to this Section shall be made in a manner that, to the extent practicable, preserves the original intent and economic terms of the transaction as set forth in this Agreement, subject to compliance with applicable regulatory requirements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| TJGC Group Limited | ||
| By: | ||
| Name: | Guo Bin | |
| Title: | Chief Executive Officer | |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR THE INVESTOR FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| [NAME OF INVESTOR] | ||
| By: | ||
| Name: | ||
| Title: | ||
| Aggregate Purchase Price: _____________ |
| Amount of Shares Subscribed: ____________________ |
| ADDRESS FOR NOTICE: |
| Address: |
| Attention: _________________________ |
| Email: _____________________________ |
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Schedule of Investors
| No. | Name of Investor | Number of Ordinary Shares subscribed for | Purchase Price per Ordinary Share | Total Subscription Amount |
| [__] | [__] | [__] | [__] | [__] |
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Annex A
[Form of Lock-Up Agreement]
[Date]
Investors party to the Securities Purchase Agreement dated [date], 2026 of
TJGC Group Limited, a British Virgin Islands business company
and
Eddid Securities USA Inc.
40 Wall Street, Suite 1606
New York, New York 10005
Ladies and Gentlemen:
The undersigned understands that Eddid Securities USA Inc., the placement agent, has entered into a Placement Agency Agreement dated [date], 2026 (the “Placement Agency Agreement”) with TJGC Group Limited, a British Virgin Islands business company (the “Company”), in connection to a registered direct offering (the “Offering”) of the Company’s new ordinary shares of no par value (the “Shares”) with certain investors who are parties to a Securities Purchase Agreement dated [date], 2026 with the Company (“Purchase Agreement”). Capitalized terms not defined herein shall have the meanings assigned in the Purchase Agreement.
To induce the Investors to subscribe for the Shares and the Placement Agent in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent , the undersigned will not, during the period commencing on the date hereof and thirty (30) days from the closing of the Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the Offering, or (b) transfers of the Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); provided that in the case of any transfer or distribution pursuant to clause (b), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this lock-up agreement; (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to such corporation, partnership, limited liability company or other business entity; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Investors and Placement Agent a lock-up agreement substantially in the form of this lock-up agreement, (iii) no filing under Section 13 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other filing or public announcement shall be required or shall be voluntarily made, (f) the receipt by the undersigned from the Company of ordinary shares upon the vesting of restricted share awards or share units or upon the exercise of options to purchase the Company’s ordinary shares issued under an equity incentive plan of the Company or an employment arrangement described in the Registration Statement and Prospectus (the “Plan Shares”) or the transfer of ordinary shares or any securities convertible into ordinary shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Placement Agency Agreement, and after such 90th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of ordinary shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided, further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act will be voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan; and (h) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law (collectively, “Permitted Transfers”). In addition, the undersigned agrees that, without the prior written consent of the Placement Agent and at least 50.1% of the Investors by subscription amount, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.
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No provision in this lock-up agreement shall be deemed to restrict or prohibit (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; provided, however, that any sales by parties to this lock-up agreement shall be subject to this lock-up agreement, or (ii) the issuance of ordinary shares in connection with the exercise of outstanding warrants of the Company; provided that this lock-up agreement shall apply to any of the undersigned’s shares issued upon such exercise; provided, that none of such shares shall be saleable in the public market until the expiration of the 30-day period described above.
(i) The undersigned agrees that the foregoing restrictions shall be equally applicable to any securities that the undersigned may purchase in the Offering; and (ii) the Investors and Placement Agent agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Investors and Placement Agent will notify the Company of the impending release or waiver. Any release or waiver granted by the Investors and Placement Agent hereunder to the undersigned shall only be effective two (2) business days after the release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration or in connection with any other Permitted Transfer and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
The undersigned understands that the Company and the Investors and Placement Agent are relying upon this lock- up agreement in proceeding toward consummation of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representative, successors and assigns.
Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Placement Agency Agreement, the terms of which are subject to negotiation between the Company and the Investors. The undersigned acknowledges that no assurances are given by the Company, the Placement Agent or the Investors that any Offering will be consummated. This lock-up agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Signature Page Follows]
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| [NAME OF LOCK-UP PARTY] | ||
| By: | ||
| Name: | ||
| Title: | ||
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form F-1 of TJGC Group Limited (formerly known as Ctrl Group Limited), and its subsidiaries, (collectively, the “Company”) of our report dated August 14, 2025, relating to the consolidated financial statements as of March 31, 2025 and 2024 and for each of the years then ended March 31, 2025 and 2024.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Kreit & Chiu CPA LLP
Los Angeles, California
March 12, 2026
Exhibit 23.2
| Overall Supervising Partner(s) | Contact |
| Mr. Timothy Lam | Mr. Timothy Lam (timothy.lam@longanlam.com) |
| Mr. Freeman Shen (freeman.shen@longanlam.com) | |
| Our Reference | Your Reference |
| TL/55566/FC/TL/FS | |
| Date: March 12, 2026 | |
| TJGC Group Limited | |
| Unit F, 12/F, Kaiser Estate Phase
1 41 Man Yue Street, Hunghom, Kowloon, Hong Kong |
Dear Sirs,
| Re: | Consent of Long An & Lam LLP (the “Consent”) |
| 1. | We have acted as the Hong Kong counsel of TJGC Group Limited (formerly known as CTRL Group Limited) (the “Company”), a company incorporated in the British Virgin Islands, in connection with the Company’s proposed follow-on offering (the “Follow-on Offering”) of up to 7,459,903 ordinary shares of the Company (the “Ordinary Shares”) as set forth in the Company’s registration statement on Form F-1, including all amendments or supplements thereto (collectively, the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) (the “Act”) in relation to the Follow-on Offering |
| 2. | We have also acted as the Hong Kong counsel of CTRL Media Limited, CTRL Games Limited, CTRL Solutions Limited and Tongjiang Group Limited (each a “Hong Kong Company”, collectively the “Hong Kong Companies” and collectively with the Company, the “Group”), each and all subsidiaries and the operating entities of the Company incorporated with limited liability in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). |
| 3. | We confirm that we are lawyers qualified to practice in Hong Kong and to give this Consent. |
| 4. | For the purpose of this Consent, we have carried out due diligence on the Hong Kong Companies, reviewed and examined copies of the Registration Statement, and such other documents as we have considered necessary or advisable for the purpose of rendering this Consent, provided to us by the Group or obtained through public searches (collectively the “Documents”). Where certain facts were not independently established and verified by us, we have relied upon Group. |
| 5. | This Consent is limited to and is given on the basis of the current laws in Hong Kong as at the date hereof. We have not made any investigation of, and do not express or imply any opinion on, the laws of any other jurisdiction other than the laws of Hong Kong as at the date hereof. |
| 6. | Based on the due diligence results: (i) the Hong Kong Companies have not passed any voluntary winding up resolution; (ii) no petition has been presented to or order made by any courts in Hong Kong for the winding up or administration of any of the Hong Kong Companies; and (iii) no receiver has been appointed in relation to the Hong Kong Companies or any of their assets or revenues. |
| 7. | Subject to the Assumptions and Qualifications listed in the Schedule hereto and subject to any matters not disclosed to us, and having regard to such considerations of the laws of Hong Kong in force as at the date of this Consent as we consider relevant, we are of the opinion that: |
| 7.1. | All statements set forth in the Registration Statement and the Prospectus under the cover page, the captions “Prospectus Summary”, “Risk Factors”, “Dividend Policy”, “Enforceability of Civil Liabilities”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (other than the financial statements and related schedules and other financial data contained therein to which we express no opinion), “Business”, “Regulation”, “Management”, and “Taxation — Hong Kong Taxation”, and any other relevant sections of the Registration Statement and the Prospectus, in each case insofar as such statements relate to, describe or summarize Hong Kong matters, or documents, agreements or proceedings governed by Hong Kong Laws, are true and accurate in all material aspects; |
| 7.2. | Nothing has been omitted from such description which would make the same misleading in any material aspect; and |
| 7.3. | In relation to the enforceability of the national laws of the People’s Republic of China (the “PRC”) in Hong Kong: |
| (a) | As disclosed in the Registration Statement, Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and constitutional document for Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”; |
| (b) | Pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law, which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law, including but not limited to, the Cybersecurity Law, the Data Security Law and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies do not apply to the Group’s Hong Kong-based businesses. Therefore, these regulatory actions should not have material effect on the operations of the Hong Kong Companies and / or the Group as a whole. |
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| (c) | Whilst we acknowledge the regulatory uncertainty with respect to the implementation and interpretation of the laws and regulations of the PRC and the risks that the PRC government may exert more control over the affairs of Hong Kong through long arm provisions under the current laws and regulations and future legislations, as disclosed in the Registration Statement, could materially affect the operations of Hong Kong Companies and the Group as a whole if they become applicable to the Hong Kong Companies. However, such risks should be assessed in the context of the Basic Law and the restrictions imposed on Annex III thereto, as explained above. |
| (d) | In summary, the PRC national laws do not apply to Hong Kong unless specifically set out in Annex III of the Basic Law of Hong Kong. |
| 8. | This Consent is delivered solely for the purpose of and in connection with the Follow-on Offering, the Placement Agency Agreement, the Securities Purchase Agreement and the Registration Statement publicly filed with the U.S. Securities and Exchange Commission and may not be used for any other purpose without our prior written consent. |
| 9. | We hereby consent to the use of this Consent in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. |
Yours faithfully,
| /s/ LONG AN & LAM LLP | |
| LONG AN & LAM LLP | |
| TL/FS |
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SCHEDULE
Part A - Assumptions
In giving this Consent we have assumed without further enquiry:
| (a) | the genuineness of all signatures, seals and dates and the correct identity and legal capacity and authority of all signatories and corporate officers in each of the copies of the Documents; |
| (b) | that each of the parties to the Documents, (i) if a legal person or other entity, is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation; or (ii) if an individual, has full capacity for civil conduct; each of them, has full power and authority to execute, deliver and perform its/her/his respective obligations under such documents to which it is a party in accordance with the laws of the jurisdiction of organization or incorporation or the laws that it/she/he is subject to; |
| (c) | the authenticity, completeness and factual accuracy of all Documents and corporate records presented to us for our review as originals and the conformity with the originals of all Documents and corporate records presented to us for review as copies; |
| (d) | unless otherwise stated in this Consent, that the Documents are up-to-date and have not been amended and remain in full force and effect; |
| (e) | that the Documents reviewed by us still exist and have not been varied, cancelled or superseded by some other documents or agreements of which we have not been provided with a copy by the Company and/or the Hong Kong Companies or any action taken by any party that is contrary to any of the matters stated in those Documents; |
| (f) | where a document was provided to us in draft form, it was executed or will be executed in the form of that draft; |
| (g) | all Documents provided to us are genuine, true and continue to be true, complete, up-to-date, accurate and not misleading and no relevant information/matters or material documents have been withheld from us, whether deliberately or inadvertently; |
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| (h) | all facts stated in the Documents on which we have relied when providing this Consent are, and continue to be, true and accurate; |
| (i) | that corporate power of any party to enter into and perform their obligations under any of the Documents and that all necessary corporate actions to authorise the signing, delivery and performance of the relevant Documents was or has been taken; |
| (j) | unless specifically disclosed to us, the parties to any contractual document to which any of the Hong Kong Companies is a party have not breached or threatened to breach any of the terms of such contractual document; |
| (k) | that the officers of the Hong Kong Companies have acted in good faith at all times in relation thereto and that they have not omitted to inform us of any matter or thing which is material in relation to the enquiries raised by us; |
| (l) | that the information disclosed by the public searches was then complete, accurate and up-to-date and has not since then been altered or added to and that such searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time of the searches; |
| (m) | that no matters should have been disclosed by the Hong Kong Companies, at the relevant government authority other than those matters disclosed by the results of the relevant searches actually carried out by us, and that the information revealed by the relevant searches was complete and accurate in all respects and has not since the time of such searches or inquiries been altered and that such searches did not fail for any reason to disclose any information which had been delivered for registration or filing but which did not appear in the information available to us at the time of such searches, and that no filings or registration were made subsequent to the time of the searches and prior to the issue of this Consent. |
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Part B – Qualifications
The Consent s set out above are, however, subject to the following qualifications:
| (a) | We have made no investigation of and express no opinion as to any law other than Hong Kong law in force at and as interpreted at the date of this Consent. We are not qualified to, and we do not, express any opinion on the laws of any other jurisdiction. Without prejudice to the generality of the preceding sentences, our opinion is not intended to constitute, nor should it be construed as, advice regarding the securities laws or any other laws of the United States or any State thereof and we express no opinion as to the jurisdiction of any court of the United States or any State thereof; |
| (b) | Our opinion is subject to the effects of (a) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (b) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (c) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defences, or calculation of damages; and (d) the discretion of any competent Hong Kong legislative, administrative or judicial bodies in exercising their authority in Hong Kong; |
| (c) | This Consent is issued based on our understanding of the laws of Hong Kong and due diligence of the Group. For matters not explicitly provided under the laws of Hong Kong, the interpretation, implementation and application of the specific requirements under the laws of Hong Kong are subject to the final discretion of competent Hong Kong legislative, administrative and judicial authorities, and there can be no assurance that the government agencies will ultimately take a view that is not contrary to our opinion stated above; |
| (d) | The searches conducted by us do not reveal conclusively whether or not such an order, resolution or notice has been made, as certain documents may not be immediately filed at the Official Receiver’s Office, the Hong Kong Companies Registry and the High Court of Hong Kong and even if filed may not be immediately registered or entered onto the public records or databank of the relevant company. It is also possible that such searches may not be up to date as at the time of issue of this Consent; and |
| (e) | this Consent is to be governed by and construed in accordance with the laws of Hong Kong and is limited to and is given on the basis of the current law and practice in Hong Kong as at the date hereof. |
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